Terms of
Use
LEGAL
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.
- “Content” means all materials and content, including designs, editorial, text, graphics, audio-visual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, information and data.
- “Registered User” means a User who has registered and created an account with Marketparts to access enhanced features of the Website.
- “User” means all users of the Website.
- “You” means you as an individual User of the Website.
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:
- Post, transmit or otherwise make available through the Website any materials that are or may be: (i) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (ii) defamatory, libellous, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; or (iv) potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment, such as a virus, worm, Trojan horse, Easter Egg, time bomb, spyware or other computer code, file or program.
- Post, transmit, or otherwise make available through the Website any material protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
- Publish false or deceptive information likely to mislead other Users.
- Use the Website for any purpose that is fraudulent or otherwise tortious or unlawful.
- Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available, including by hacking or defacing any portion of any of the Website; or violate any requirement, procedure or policy of such servers or networks.
- Restrict or inhibit any other person from using the Website.
- Create or share content without first obtaining any necessary permissions from third parties or otherwise use the Website to post or transmit any information that you do not have the right to provide; that would violate any applicable law or regulation; or that would violate, infringe or misappropriate any third party right or interest.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Website except as expressly authorised herein, without Marketparts’ express prior written consent.
- Reverse engineer, decompile or disassemble any portion of any of the Website, except where such restriction is expressly prohibited by applicable law.
- Remove or alter any copyright, trademark or other proprietary rights notice on the Website or content you access via the Website.
- Frame or mirror any portion of the Website, or otherwise incorporate any portion of the Website into any product or service, without Marketparts’ express prior written consent.
- Systematically download and store Website’s content.
Use any robot, spider, Website search/retrieval application or other manual or automatic device to (i) retrieve, index, “scrape,” “data mine” or otherwise gather content from the Website, (ii) reproduce or circumvent the navigational structure or presentation of the Website, or (iii) harvest or collect information about Users of the Website without Marketparts’ express prior written consent.
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:
- Provide true, current, accurate and complete information about yourself, your organisation and your products (where applicable) as requested by us from time to time and notify us promptly of any changes to your information so that your account information is current, complete and accurate;
- Be solely responsible for the content you publish and make available to Users, as well as any document or information you send to Users, and to assume the sole editorial responsibility for the content you publish;
- Maintain the confidentiality and security of your account, including your username and password;
- Notify us immediately of any unauthorised use of your account, account password, or service provided through your account, as well as any breach of security with respect to your account, account password, or service provided through it; and
- Assist us, if and as we request, to stop or remedy any breach of security related to your account.
As a Seller, you:
- Undertake to withdraw from the Website any product that would no longer be available; and
- Declare to know the geographies where the Website is available, to take all precautions to abide by the law of respective jurisdictions and to discharge Marketparts
from any liability in this regard.
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:
- Fully vested in us or our service providers; and
- Protected by applicable copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws.
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:
- Copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content;
- Remove any proprietary notices or labels on or in Our Content; or
- Allow any other person or entity to engage in any of the foregoing.
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:
- Complete and accurate;
- Not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party.
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:
- You have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyse, exploit and practice any comment or submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials);
- You confirm, represent and warrant to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to your Submissions set out above; and
- You acknowledge and agree that the technical processing and transmission of the Website, including your Submissions, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that your Submissions may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.
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.
You warrant that you will comply with all laws and regulations applicable to your use of the Website, as applicable.
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 FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MARKETPARTS NOR ANY OF ITS SERVICE PROVIDERS ARE LIABLE AND SHALL BE HELD 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 FULLEST 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.
MARKETPARTS CANNOT BE HELD RESPONSIBLE FOR PAYMENTS MADE BETWEEN USERS OUTSIDE THE WEBSITE.
Exceptions to limitations
NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR:
- DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS;
- FRAUD OR FRAUDULENT MISREPRESENTATION;
- PAYMENT OBLIGATIONS;
- OBLIGATIONS UNDER SECTION “INDEMNIFICATION”; OR
- MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
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
- infringes any Third Party Content or other third-party intellectual property rights; or
- is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
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 FULLEST 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.
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
These Terms of Use are current as of October 24th, 2019.
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
When you use the Services, we need to collect, use and disclose your personal information (whether previously collected or to be collected), in accordance with and for the purposes identified in the Privacy statement, as it may be updated from time to time.
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:
- the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms of Use;
- the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected; and
- all references to websites addresses or URLs will also include any successor or replacement websites containing substantially similar information as the referenced websites.
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). No single or partial exercise of a right or remedy provided by these Terms of Use or by law prevents further exercise of that right or remedy or the exercise of another right or remedy.
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:
- by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your account;
- by you to us will be deemed to have been effectively and validly given only if in writing and delivered or submitted via the email address contact@marketparts.com.
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. In the event of any discrepancies between these Terms of Service and any translation of these Terms of Service, the latter shall prevail
Severability
In the event that any clause or any part of any clause in this Agreement is declared invalid or unenforceable, by the judgment or decree by consent or otherwise of a court of competent jurisdiction from whose decision no appeal is or can be taken, all other provisions contained in this Agreement shall remain in full force and effect and shall not be affected by such finding for the term of this Agreement.
Questions or requests
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.
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