Marketparts – Terms of Service

These Terms of Service contain the terms and conditions that govern your access to and use of the premium services of marketparts.com (hereinafter the “Services”), available only to registered users (“Buyers” or “Sellers”) through a particular account. Together with the Terms of Use and with Specific Terms of Service presented to you upon registration (where applicable), they form an agreement (hereinafter the “Agreement”) between you or the business you represent (hereinafter “you”) and Marketparts (hereinafter “Marketparts”, “we” or “us”). By registering for or using the Services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of the Agreement.

Definitions

For clarity and comprehension, we have defined certain words used in these Terms of Service. Additional definitions might be included elsewhere in the Terms of Service.

Enrolment to the Services

To begin the enrolment process, you must become a registered user on marketparts.com and request the activation of the Services. By requesting the activation of or using the Services, you confirm that you chose the Services based on your own due diligence and consideration. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the application, you must provide us with your name, email address, phone number, country and job title, and the legal name of your organisation.

Modifications of the Services

We may make changes to the Services from time to time. In case of a material change to the Services, we will inform you by sending an email to the email address you provided upon enrolment to the Services.

Discontinuance of the Services

At our sole discretion, we may discontinue the Services for any reason at any time without liability to you. In such a case, you will be entitled to receive a prorated refund of the paid subscription fees (cf. section “Fees”).

fees

Subscription fees

Access to, and use of, the Services is contingent upon payment of subscription fees. Subscription fees will be invoiced in advance according to the schedule specified in your Specific Terms of Service. Subscription fees are not refundable unless otherwise indicated in your Specific Terms of Service or these Terms of Service.

Delinquent fees

Delinquent fees may bear interest at the rate of one-and-one-half percent (1.5 %) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Marketparts in collecting such delinquent amounts, except where such delinquent amounts are due to our billing inaccuracies.

Invoice Dispute

Any invoice disputes must be submitted before the invoice due date. If both parties determine that certain billing inaccuracies are attributable to Marketparts, we will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, we will apply the credit memo amount to the disputed invoice and you will be responsible for paying the resulting net balance due on that invoice.

Taxes

You are responsible for any taxes, and you will pay us for the Services without any reduction for taxes. If we are obligated to collect or remit taxes imposed on you, the taxes will be invoiced to you, unless you provide us with a timely and valid tax exemption certificate (or other documentation as required for the exemption) authorised by the appropriate taxing authority. In some jurisdictions, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale.

Suspension of the Agreement

Suspension for violation of the Agreement

If you do not comply with the Agreement (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your use of the Services or take any other steps we consider appropriate. The duration of any suspension for violation will be until you have cured the breach that caused the suspension.

Suspension to comply with applicable laws

At our sole discretion, we may suspend the provision of the Services at any time if required to comply with any applicable law. In such a case, you will be entitled to receive a prorated refund of the paid subscription fees (cf. section “Fees”).

Confidentiality

During the course of your use of the Services, each party may receive information relating to the other party that is marked as confidential or would normally be considered confidential information under the circumstances (hereinafter “Confidential Information”).

Obligations

Unless otherwise indicated in this section, the recipient will not disclose the discloser’s Confidential Information, except to employees, affiliates, agents, or professional advisors (hereinafter the “Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfil obligations under the Agreement, while using reasonable care. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.

Disclosure of Confidential Information

The recipient may disclose the discloser’s Confidential Information:

Before the recipient discloses the discloser’s Confidential Information in accordance with a legal process, the recipient will use commercially reasonable efforts to promptly notify the discloser (for example, we will inform you by sending an email to the email address you provided upon enrolment to the Services). The recipient does not need to provide notice before disclosure if the recipient is informed that:

The recipient will comply with the other party’s reasonable requests opposing disclosure of its Confidential Information.

Intellectual property rights & brand features

Intellectual property rights

Except as expressly stated, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, you own all intellectual property rights in your data and we own all intellectual property rights in the Services.

Display of brand features

We may display only those brand features of yours authorised by you (such authorisation is provided by you uploading your brand features into the Services) within designated areas of the webpages displaying the Services. We may also display our brand features on the webpages displaying the Services to indicate that the Services are provided by Marketparts. Neither party may display or use the other party’s brand features beyond what is allowed in the Agreement without the other party’s prior written consent.

Brand features limitation

Any use of a party’s brand features will inure to the benefit of the party holding intellectual property rights in those brand features. A party may revoke the other party’s right to use its brand features under the Agreement with written notice to the other and a reasonable period to stop the use.

Publicity

In connection with your use of the Services:

Representations, warranties and disclaimers

Representations and Warranties

Each party represents that:

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

Term of the Agreement

The term of the Agreement depends on the type of plan you subscribe to.

Short-term plan

A short-term plan remains in effect for a set period of time, defined in your Specific Terms of Service. You can subscribe to a short-term plan only if you were not a Marketparts client in the twelve (12) months preceding the activation date of your plan.

A short-term plan cannot be extended or renewed. To keep using the Services after the expiration date of your short-term plan, you must subscribe to an auto-renewal plan.

Auto-renewal plan

An auto-renewal plan remains in effect for the initial term specified in your Specific Terms of Service. At the end of the initial term, the Agreement will automatically renew for consecutive renewal terms as specified in your Specific Terms of Service, and subscription fees will be due.

You can unsubscribe at any time by providing us with written notice of your decision not to renew at least ninety (90) days prior to the termination date.

We may revise our rates at any time. In such a case, we will provide you written notice (which may be by email) at least one hundred and twenty (120) days before the revised rates apply.

Termination of the Agreement

Termination for Cause

Either party may suspend performance or terminate the Agreement if:

Effects of Termination

If the Agreement terminates or expires, then:

Defence and indemnity

Our indemnification obligations

We will defend and indemnify you against indemnified liabilities in any third-party legal proceeding to the extent arising from an allegation that your use in accordance with the Agreement of the technology used to provide the Services (excluding any open source software) or of our brand features infringes the third party's intellectual property rights.

Your indemnification obligations

You will defend and indemnify us against indemnified liabilities in any third-party legal proceeding to the extent arising from:

Exclusions

This section will not apply to the extent the underlying allegation arises from:

Conditions

Obligations under this section are conditioned on the following:

Remedies

If Marketparts reasonably believes the Services might infringe a third party’s intellectual property rights, then we may, at our sole option and expense:

If we do not believe the remedies in this section are commercially reasonable, then we may suspend or terminate your use of the impacted Services. In such a case, you will be entitled to receive a prorated refund of the paid subscription fees (cf. section “Fees”).

Sole rights and obligations

Without affecting either party’s termination rights, this section states the parties’ only rights and obligations under the Agreement for any third party's intellectual property rights allegations and third-party legal proceedings.

Limitation of liability

Limitations

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION “EXCEPTIONS TO LIMITATIONS”:

Exceptions to limitations

NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR:

Other legal provisions

Amendments

The Terms of Service are current as of November 7th, 2018.

We reserve the right to make commercially reasonable changes to the Terms of Service from time to time. If we make a material change to the Terms of Service, we will inform you by sending an email to the email address you provided upon enrolment to the Services. If the change has a material adverse impact on you and the change is not a result of Marketparts complying with a court order or applicable law, you may notify us within thirty (30) days after being informed of the change that you do not agree with the change. If you notify us as required, then you will remain governed by the terms in effect immediately before the change until the end of the then-current term, unless the modification to the Terms of Service is in response to a court order or to comply with applicable law. If the Agreement renews, it will do so under the updated Terms of Service.

Privacy

You acknowledge that you have read the Privacy statement, as it may be updated from time to time. You further acknowledge that, to the extent required under applicable law, by using the Services you consent to the collection, use, and disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein.

Interpretation

In these Terms of Service:

If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: your Specific Terms of Service, the Terms of Service, the Terms of Use.

No implied waiver

If you do not comply with these Terms of Service, and we do not take action immediately, this does not mean we are giving up any rights that we may have (such as taking action in the future).

Notices

Unless specified otherwise herein, any notice, consent, waiver, approval, authorisation or other communication to be delivered in connection with the Agreement:

Assignment

Neither party may assign or transfer any part of the Agreement without the written consent of the other party, except to an affiliate, but only if:

Any other attempt to transfer or assign is void.

Relationship

You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between you and us because of these Terms of Service.

Change of control

Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction):

No third-party beneficiaries

There are no third-party beneficiaries to the Agreement.

Equitable relief

Nothing in the Agreement will limit either party’s ability to seek equitable relief.

Governing law

The Agreement is governed by French law. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN FRANCE.

Survival

The following sections will survive expiration or termination of the Agreement: section “Definitions”, section “Fees”, section “Confidentiality” sub-section “Intellectual property rights” of section “Intellectual property rights & brand features”, sub-section “Effects of termination” of section “Termination of the Agreement”, section “Defence and indemnity, section “Limitation of liability” and section “Other legal provisions”.

Force majeure

Neither party will be responsible for a failure to fulfil its obligations under the Agreement or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.

Entire agreement

The Agreement, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, including but not limited to Terms of Use and the Privacy statement, constitutes the entire agreement between us and you with respect to your use of the Services.

English language

The parties have requested and agree that these Terms of Use and all documents relating thereto be drawn up in English.

Severability

If a particular term is found to be unenforceable, this will not affect any other terms.