Marketparts – Terms of Use

Marketparts (hereinafter “Marketparts”, “we” or “us”) provide website features and other products and services to you when you visit or shop at marketparts.com (hereinafter “the Website”) or use Marketparts services.

Please read these Terms of Use carefully as they contain important information regarding your legal rights, remedies and obligations with respect to your use of the Website, including but not limited to various limitations, exclusions, and indemnities.

By accessing or using the Website, and the content and services available via the Website, you signify that you have read, understand and agree to be bound by these Terms of Use in all respects with respect to the Website. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not use, and must cease using, the Website.

When you use Marketparts services, you also will be subject to the guidelines, terms and agreements applicable to these services (hereinafter the “Terms of Service”). If these Terms of Use are inconsistent with the Terms of Service, those Terms of Service will control.

Definitions

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

About the Website

The Website provides information about Marketparts, including the services we provide. It also offers a marketplace service between professionals on the Internet and a range of interactive features, such as access to premium and personalised content, User profiles, product descriptions or dashboards, use of advanced search features, use of collaborative features to communicate with other Users, ability to request quotes and to order products.

We may add other features from time to time.

Certain features are available only to Registered Users (“Buyers” or “Sellers”). For more information about registration, please see the Registration section of these Terms of Use.

For more information about the use of the services we provide, please consult our Terms of Service.

Changes to and availability of the Website

The Website is made available on an “as is” basis with no representation or warranty with respect to its functionality or availability and with no guarantee that it is complete, accurate, or timely nor any guarantee regarding any results you or others may obtain from its use. Access to all or parts of the Website may be suspended at any time without notice.

Submissions, including publication of content, comments and communications

The Website may contain functionality that permits you to publish content, post reviews, comments and other content; send emails and other communications; and submit suggestions, ideas, comments, questions or other information (collectively, “Submissions”).

If you choose to make publicly available any of your personally identifiable or other information through the Website (for example through publishing a description of the products you sell, posting a comment or other form of Submission), you do so at your own risk. You will also comply with all relevant requirements set out in these Terms of Use when making a Submission.

You acknowledge and agree that your Submissions are not confidential and that your provision of Submissions is gratuitous, unsolicited and without restriction.

We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Website; however, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submissions.

Your responsibilities

Acceptable conduct

You will use the Website only for lawful purposes and in accordance with applicable laws. If at any time you become aware of any violation, by any person or entity, of any part of these Terms of Use, you will immediately notify us by email at contact@marketparts.com and provide us with assistance, as requested, to stop or remedy such violation.

Prohibited conduct

In using the Website, you must not do any of the following:

If you do not comply with these Terms of Use (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Website or take any other steps we consider appropriate.

Requirements to Use the Website

If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old.

If you are using the Website on behalf of a corporation or other organisation, you represent and warrant that you have the ability to agree to these Terms of Use on behalf of such organisation and all references to "you" throughout these Terms of Use will include such organisation, jointly and severally with you personally.

If any applicable law, rule or regulation prohibits you to access the Website, you may not access them. If you nevertheless access or use the Website, you will still be bound to these Terms of Use and shall have all the obligations, responsibilities and liabilities as if you were eligible to do so.

Registration

Features

Certain features of the Website are available only to Registered Users (“Buyers” or “Sellers”). Current examples include offering products to buyers, searching for products sold by certified sellers or requesting a quote. Additional features may be made available to Registered Users over time.

How to register

To register, you will need to provide certain information about yourself and create a username and password. This combination of information will be your account as a Registered User.

Registrations may be accepted, rejected or cancelled by us at any time and for any reason. If your registration is cancelled, you will continue to have access to the Website; however, you will no longer have access to features available only to Registered Users.

Responsibilities of Registered Users

If you choose to register with us and become a Registered User, you agree you are solely responsible for your account and any and all activities that occur under your account, including all activities of any persons who gain access to your account with or without your permission. In becoming a Registered User, you also agree to:

As a Seller, you:

Privacy of Registered Users

Our Privacy statement explains how we protect and use your information; the “Registered Users” sections of the Privacy statement explain additional information we collect and additional uses of information about Registered Users.

Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Website (including your account), effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party's equipment or network is impaired by your use of the Website; we have received a third party complaint which relates to your use or misuse of the Website; or you have been or are in breach of any term or condition of these Terms of Use. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website.

Intellectual property

Our Content

Except where expressly stated otherwise, all right, title, and interest in and to the Website and all content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the Website (collectively, "Our Content") are:

You agree that access and use of Our Content is subject to these Terms of Use, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or these Terms of Use grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out in these Terms of Use.

Unless otherwise expressly authorised by us in writing, you agree not to:

Your Content

You represent and warrant that you have all rights necessary to grant the licenses referred to in these Terms of Use. You further represent and warrant that your Submissions are:

You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

Ownership

We do not claim ownership of your Submissions; however, you agree that by posting, uploading, inputting, providing, submitting, entering, or otherwise transmitting your Submissions to us or any third party using the Website:

Deactivation

If you deactivate the account to which your Submissions are connected, you acknowledge and agree that we may retain a copy or copies of same for archival or compliance purposes or to otherwise provide the Website to you or others, subject always to your license to us, set out above, and to our Privacy statement.

Compliance and Complaints

We do not have any obligation to censor or review any of your Submissions, to censor or review any Third Party Content, or to monitor use of the Website. However, you agree that we may, without notice or liability, disclose to third parties any of your information or your Submissions; monitor use of the Website; and monitor, review, and retain your Submissions if we believe in good faith that such activity is reasonably necessary to provide the Website to customers, monitor adherence to or enforce these Terms of Use, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others.

If we receive a complaint relating to your use of the Website, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, and/or remove your Submissions from our servers.

Third Party Content

The Website may contain links to websites and other materials made available by third parties (collectively, "Third Party Content"). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content.

Third Party Content may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Website or these Terms of Use grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out in these Terms of Use.

We neither control nor endorse, nor are responsible for, any Third Party Content and we make no representations or warranties with respect to them. The availability of any Third Party Content through the Website does not imply the endorsement of, or affiliation with, any provider of such websites or materials. Your use of any Third Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third Party Content).

Trade and Service Marks

You may not use the trade names, trademarks, service marks, logos or designs of Marketparts or of its Users, in connection with any product or service that is not of Marketparts or its Users nor in any manner that is likely to cause confusion. Nothing contained on the Website should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of the owner.

Open Source

The Website may include open source components, which are licensed for use and distribution by us under applicable open source licenses. Use of these open source components is governed by and subject to the terms and conditions of the applicable open source license.

Liability and Warranties

Warranties

Marketparts makes no representations or warranties about the site, which is provided “as is”. To the maximum extent permitted by law, we exclude all implied warranties regarding the site, including without limitation, the warranties of merchantability, fitness for purpose, title, and non-infringement.

Limitation of Liability

To the maximum extent permitted by applicable law, Marketparts excludes all liability for any loss or damage of whatever kind and however arising in connection with your use of, or inability to use, the Website and any of its features.

You acknowledge and accept that use of the Website is subject to the risks inherent in any connection and transmission on the internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, neither Marketparts nor any of its service providers are liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Website arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARKETPARTS DISCLAIMS ALL LIABILITY AND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE, THE WEBSITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARKETPARTS SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ERRORS OR OMISSIONS IN THE WEBSITE; ANY INFORMATION MADE AVAILABLE THROUGH IT; ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE WEBSITE OR THE INFORMATION MADE AVAILABLE THROUGH IT; OR FOR ANY LOSS OR DAMAGES - INCLUDING CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES - THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY INFORMATION OR MATERIALS OBTAINED BY YOU VIA OR IN CONNECTION WITH THE WEBSITE.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify, and hold Marketparts and its insurers harmless from and against any action, proceedings, claims, causes of action, demand, debts, losses, damages, charges and costs, including reasonable legal costs and/or any amount paid to settle any action or to satisfy a judgement and expenses of any kind and character whatsoever incurred by us relating to or arising from any content or information posted or transmitted by you using the Website or otherwise arising out of your use of the Website or use of the Website by any third party who is given or gains access to the Website due to your action or inaction. Your indemnification obligation to Marketparts includes but is not limited to any instance where one (or more) of your Submissions

Marketparts has the right at any time to forego the indemnification and assume the defence of any claim. Notwithstanding the foregoing, it is not the intent of Marketparts to affect its rights or those of its insurers to assume the defence or settlement of any claim against Marketparts for which insurance coverage is sought under any applicable insurance policy.

Disclaimers and Assumptions of Risk

The Website and all information provided to you via the Website is provided “as is” and “as available”. To the maximum extent permitted by applicable law, Marketparts disclaims all express, implied, and statutory warranties with respect to the same, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, non-interference, error-free service, and uninterrupted service. Marketparts neither represents nor warrants that the Website, services and content provided through the Website, or information downloaded from the Website will be accurate, current, uninterrupted, error-free, omission-free, or free from viruses or other harmful components.

Marketparts cannot be held responsible for payments made between Users outside the Website.

Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms of Use, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms of Use consistent with such prohibitions.

Other legal provisions

Amendments

We reserve the right to amend these Terms of Use at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. The latest, fully amended version of these Terms of Use will be published on the Website. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate the agreement between you and us regarding the use of the Website as set out in these Terms of Use. If you continue to use the Website after the effective date of any amendment, you will be conclusively deemed to have accepted such amended version of these Terms of Use.

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 Website 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.

Our Remedies

Without limiting any of our rights, we may suspend, restrict or terminate your use of the Website without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the Terms of Use, including but not limited to any of your responsibilities as set out above.

Enforceability

Your use of the Website, and the content and features accessed through them, constitutes your agreement to these Terms of Use; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.

Interpretation

In these Terms of Use:

No implied waiver

If you do not comply with these Terms of Use, 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).

Limitation Period

Any cause of action you may have with respect to these Terms of Use or the Website must be commenced within one year after the claim or cause of action arose, or it will be barred.

Notices

Any notice, consent, waiver, approval, authorisation or other communication to be delivered in connection with these Terms of Use:

Assignment

We may at any time assign our rights and obligations under these Terms of Use, in whole or in part, without notice to you. You may not assign these Terms of Use without our prior, written consent. These Terms of Use will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Relationship

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

Force Majeure

Neither party will be responsible for a failure to fulfil its obligations under these Terms of Use 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

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

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.

Updates

The Privacy statement and Terms of Use are current as of November 7th, 2018. We may update the Terms of Use and Privacy statement at any time by publishing updated versions here. If you continue to use the Website after any such changes, that will indicate you accept those changes.

Other legal provisions

If you have any questions or requests about Marketparts or these Terms of Use, please contact us by email at contact@marketparts.com specifying your email address and/or phone number and, where applicable, any URL related to any issue.