These Terms and Conditions, together with the estimate/quote (the “Quote”) and/or invoice (“Invoice”) attached to these Terms and Conditions, are hereinafter collectively referred to as this “Agreement” and shall constitute the entire agreement
between the customer (“Customer”) identified
on the Quote and/or Invoice and Southern Lift and supersede any previous
agreement or understanding (oral or written) between the parties with respect
to the subject matter of this Agreement. No prior inconsistent course of dealing, course
of performance, or usage of trade, if any, constitutes a waiver of, or serves
to explain or interpret, the Terms and Conditions set forth in this Agreement. Electronic transactions between
Customer and Southern Lift will be solely
governed by the Terms and Conditions of this Agreement, and any terms and conditions on Customer’s website
or other internet
site will be null and void and of no legal effect
on Southern Lift. In the event
Customer delivers, references, incorporates by reference, or produces any purchase order or document,
any terms and conditions related
thereto shall be null and void and of no legal effect
on Southern Lift.
1.
SCOPE OF SERVICES;
PERFORMANCE OF SERVICES. Southern Lift shall supply part(s), component(s) and/or Goods” and/or
perform the maintenance and/or repair (“Services”) on the equipment
identified in the Quote and/or Invoice
(“Equipment”), if applicable, in accordance with the specifications in the Quote and/or Invoice.
No additional services
or goods are included in this Agreement
unless agreed upon by the parties in writing, or otherwise, as applicable.
2.
CUSTOMER OBLIGATIONS. If necessary, Customer
shall provide Southern Lift safe and free access to Customer’s site and arrange
for all related services and utilities necessary for Southern Lift to safely
and freely perform the Services. During the performance
of the Services, Customer shall fully and completely secure all or any part of
any facility where the Equipment is located to remove and mitigate any and all
safety issues and risks, including but not limited to injury to facility
occupants, customers, invitees,
or any third party and/or property damage or work interruption arising out of the Services. If applicable, Customer
shall make all necessary arrangements to address and mitigate the consequences of any electrical service interruption which might occur during the Services. Customer
is responsible for operating and maintaining the Equipment in accordance with the owner’s
manual for the Equipment.
3.
INVOICING
AND PAYMENT. Unless
otherwise agreed to by the parties in writing and subject to credit approval
by Southern Lift, payments
are due thirty
(30) days from the date of Invoice.
If Customer does not have approved credit
with Southern Lift, as solely determined by Southern Lift, payments
are due in advance or at the time of supply of the Goods and/or Services. If payment is not received
when due, in addition to any rights
Southern Lift may have at law, Southern
Lift may charge Customer eighteen
percent (18%) interest annually on late payments, or the maximum amount allowed by law. Customer agrees to pay all Southern Lift‘s costs and expenses
(including all reasonable attorneys’ fees) related
to Southern Lift’s enforcement and collection of unpaid invoices,
or any other enforcement of this Agreement by Southern Lift.
4.
TAXES; EXEMPTIONS. The Invoice includes all applicable local, state, or federal sales and/or use or similar
taxes which Southern Lift is required by applicable laws to collect
from Customer under this Agreement. Customer must provide
a valid tax exemption certificate or direct payment
certificate prior to shipment of the Goods or performance of the Services,
or such taxes will be included in the Invoice.
5.
DELIVERY;
TITLE AND RISK OF LOSS.
Unless otherwise agreed
in writing by the parties,
any Goods supplied
under this Agreement shall be delivered FOB Origin, freight
prepaid to the first destination. If agreed, any charges for third party freight are subject to adjustment to reflect any change in price at time of shipment. Unless otherwise agreed
to, packaging method,
shipping documents and manner, route and carrier
and delivery shall be as Southern
Lift deems appropriate. All shipments are made within normal business hours, Monday
through Friday. Unless otherwise agreed in writing by the parties, title and
risk of loss for any Goods sold under this Agreement shall pass to Customer
upon delivery of Goods by Southern Lift to freight carrier or to Customer
at pickup at Southern Lift’s facility.
6.
DELAYS. Any delivery, shipping, installation, or performance dates indicated in this Agreement
are estimated and not guaranteed. Further, delivery time is subject
to confirmation at time of order. Southern Lift shall not be liable to Customer or any third party for any loss, damage,
or expense suffered by Customer or third party due to any delay in delivery, shipping, installation, or performance, however
occasioned, including any delays in performance that result directly
or indirectly from acts of Customer or causes beyond Southern
Lift’s control, including
but not limited to acts of God, accidents, fire, explosions, flood,
unusual weather conditions, acts of government authority, or labor disputes.
7. LIMITED WARRANTIES.
a. New Goods: New Goods purchased or supplied under this Agreement
are governed
by the express written
manufacturers’ warranty. No other warranty
for Goods supplied
under this Agreement
is provided under this Agreement.
b.
Southern Lift Exchange Components, Other Exchange Components, and Recon: Southern Lift will administer the Southern Lift exchange component warranty and the warranties of other manufacturers’ exchange components or Recon Components which are sold by Southern Lift. In the event
of defects in such items, only manufacturers’ warranties will apply.
c. HHP Exchange Engine: HHP Exchange Engines remanufactured by Southern
Lift under this Agreement
are governed by the express Southern Lift’s written warranty. No other warranty
for HHP exchange Engines supplied
under this Agreement
is provided under this Agreement.
d.
General Service Work: All Services
shall be free from defects
in workmanship (i) for power generation equipment (including engines in such equipment), for a period
of ninety (90) days after completion of Services or 500 hours of operation, whichever occurs
first; or (ii) for engines, for a period of ninety (90) days after completion
of Services, 25,000 miles or 900 hours of operation, whichever occurs first. In
the event of a warrantable defect in workmanship of Services supplied under
this Agreement (“Warrantable
Defect”), Southern Lift’s obligation shall be solely limited to correcting
the Warrantable Defect. Southern Lift shall correct the Warrantable Defect
where (i) such Warrantable Defect becomes apparent to Customer during the
warranty period; (ii) Southern Lift receives written notice of the Warrantable Defect within thirty (30) days following discovery
by Customer; and (iii) Southern Lift has determined that there is a Warrantable Defect. Warrantable Defects
remedied under this provision shall be subject
to the remaining warranty period
of the original warranty of the Services. New Goods supplied
during the remedy
of Warrantable Defects
are warranted for the balance
of the warranty period still
available from the original warranty
of such Goods.
Used Goods: Used Goods are sold “as is, where is”
unless exception
is made
in writing
between Southern Lift and Customer. Customer
agrees to inspect
all used Goods before completing the purchase.
THE REMEDIES PROVIDED
IN THE LIMITED WARRANTIES AND THIS AGREEMENT
ARE THE SOLE AND EXCLUSIVE
WARRANTIES AND REMEDIES
PROVIDED BY SOUTHERN LIFT TO THE CUSTOMER
UNDER THIS AGREEMENT. EXCEPT AS SET OUT IN THE WARRANTY AND THIS
AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, Southern Lift
EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, AND
CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE
OR MERCHANTABILITY.
8.
INDEMNIFICATION. Customer shall indemnify, defend and hold harmless Southern Lift from and against any and all claims, actions, costs, expenses, damages and liabilities, including
reasonable attorneys’ fees, brought against
or incurred by Southern
Lift related to or arising out of
this Agreement or the Services and/or Goods supplied under this Agreement
(collectively, the “Claims”), where such Claims were caused or
contributed, in whole or in part, by the acts, omissions, fault or negligence
of the Customer. Customer shall
present any Claims covered by this indemnity, including any tenders for defense
and indemnity by Southern Lift to its insurance carrier unless Southern Lift directs
that the defense will be handled by Southern Lift’s legal counsel at Customer’s expense.
9.
LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT, IN NO EVENT SHALL SOUTHERN
LIFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION
DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, LOSS OF OPPORTUNITY, DAMAGE
TO GOODWILL, ENHANCED DAMAGES, MONETARY
REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY,
AND/OR DAMAGES CAUSED BY DELAY) IN ANY WAY RELATED TO OR ARISING FROM SOUTHERN
LIFT’S’ SUPPLY OF GOODS OR SERVICES UNDER THIS AGREEMENT. IN NO EVENT SHALL SOUTHERN LIFT’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY
THROUGH CUSTOMER OR ON CUSTOMER’S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF GOODS AND
SERVICES SUPPLIED BY SOUTHERN LIFT UNDER THIS AGREEMENT GIVING RISE TO THE
CLAIM. BY ACCEPTANCE OF THIS AGREEMENT, CUSTOMER ACKNOWLEDGES CUSTOMER’S SOLE REMEDY
AGAINST Southern Lift FOR ANY LOSS SHALL BE THE REMEDY
PROVIDED HEREIN EVEN IF THE EXCLUSIVE REMEDY
IN SECTION 7 IS DEEMED
TO HAVE FAILED
OF ITS ESSENTIAL PURPOSE.
10.
GOVERNING
LAW AND JURISDICTION. This Agreement and all matters
arising hereunder shall be governed
by and construed in accordance with the laws of the State of Indiana without
giving effect to any choice
or conflict of law provision. The parties agree that the court of the State of Indiana
shall have exclusive jurisdiction to settle
any dispute or claim arising
in connection with this Agreement.CANCELLATION. Orders placed with and accepted
by Southern Lift may not be cancelled
except with Southern Lift’s prior written consent.
Southern Lift may charge Customer a cancellation charge in accordance with current Southern Lift’s policy which is available
upon request, in addition to the actual,
non-recoverable costs incurred by Southern Lift.
11.
REFUNDS/CREDITS. Goods ordered and delivered by Southern Lift under this Agreement are not returnable unless agreed to by Southern Lift. Southern Lift may, at its sole discretion, agree to accept
Goods for return and provide
credit where Goods are in new and saleable condition and presented with a copy of the original invoice.
Credits for returns
will be subject
to up to a 15% handling/restocking charge
and are limited
to eligible items purchased from Southern
Lift.
12.
INTELLECTUAL PROPERTY.
Any intellectual property rights created by either party, whether independently
or jointly, in the course of the performance of this Agreement or
otherwise related to Southern Lift pre-existing intellectual property or
subject matter related
thereto, shall be Southern Lift‘s property.
Customer agrees to assign, and does hereby assign, all right, title, and interest to such intellectual property to Southern Lift. Any Southern Lift pre-existing intellectual property shall remain Southern Lift’s property. Nothing in this Agreement
shall be deemed
to have given Customer a license or any other rights to use any of the intellectual property
rights of Southern Lift.
13.
COMPLIANCE WITH LAWS.
Customer shall comply with all laws applicable to its activities under this
Agreement, including without limitation, any and all applicable
national, provincial, and local export, anti-bribery, environmental, health,
and safety laws and regulations in
effect. Customer acknowledges that the Goods, and any related technology that
are sold or otherwise provided hereunder may be subject to export and other
trade controls restricting the sale, export, re-export and/or transfer, directly or indirectly, of such Goods or technology to certain countries or parties, including, but not limited
to, licensing requirements under applicable laws and regulations of the United
States, the United
Kingdom and other jurisdictions. It is the intention of Southern
Lift to comply with these laws, rules, and regulations. Any other provision
of this Agreement
to the contrary notwithstanding, Customer
shall comply with all such applicable laws relating to the cross-border movement of goods or technology, and all related
orders in effect
from time to time, and equivalent measures. Customer shall accept
full responsibility for any and all civil or criminal
liabilities and costs arising from any breaches
of those laws and regulations and will defend,
indemnify, and hold Southern
Lift harmless from and against
any and all fines, penalties, claim, damages, liabilities, judgments, costs, fees, and expenses
incurred by Southern Lift or its affiliates as a result
of Customer’s breach.
14.
CONFIDENTIALITY. Each party shall keep
confidential any information received from the other that is not generally
known to the public and at the time of disclosure, would reasonably be
understood by the receiving party to be proprietary or confidential, whether disclosed in oral, written, visual, electronic, or other form, and which the receiving party (or agents)
learns in connection with this Agreement
including, but not limited to: (a) business
plans, strategies, sales, projects and analyses; (b) financial
information, pricing, and fee structures; (c) business processes, methods,
and models; (d) employee and supplier information; (e) specifications; and (f) the terms and conditions of this Agreement. Each party shall take necessary
steps to ensure compliance with this provision by its employees and agents.
15.
MISCELLANEOUS. All notices under this Agreement
shall be in writing and be delivered
personally, mailed via first class certified or registered mail, or sent by a nationally recognized express courier service
to the addresses set forth in the Quote and/or Invoice. No amendment of this
Agreement shall be valid unless it is writing and signed by the parties hereto.
Failure of either party to require performance by the other party of any
provision hereof shall in no way affect the right to require such performance at any time thereafter or the enforceability of the Agreement generally, nor shall the waiver by a party of a breach of any of the provisions hereof
constitute a waiver of any succeeding breach.
Any provision of this Agreement
that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive and constitute entire agreement. Customer
acknowledges that the provisions were freely negotiated and bargained for and Customer
has agreed to purchase of the
Goods and/or Services pursuant to these terms and conditions. Acceptance of
this Agreement is expressly conditioned on Customer’s assent to all such terms
and conditions. Neither party has relied on any statement, representation, agreement, understanding, or promise made by the other except
as expressly set out in this Agreement.
Welcome to Southern Lift Trucks (“us”, “our” or “we”) website, https://southernlift.com/ (the “Website”). To promote a safe, non-offensive environment for all visitors to our Website, we have established these “Terms and Conditions”. The terms and conditions that apply to your access to and/or your use of this Website (and the information, products and services available through this Website), and our use of any communications or User Content (defined below) that you submit to us or post on this Website, are set forth in these Terms and Conditions, our Privacy Policy, and our Privacy Policy, all of which are incorporated herein by reference. By accessing or using any areas of our Website, you accept and agree to all of the terms and conditions herein and you agree to be bound by these Terms and Conditions, which form a legally binding agreement. If you do not agree to all of the Terms of Conditions, please do not use this Website.
The information that we collect and the ways in which we use such information is set forth in our Privacy Policy. Our Privacy Policy may be reviewed by visiting https://southernlift.com/privacy/.
All rights not expressly granted to you by us in these Terms and Conditions are reserved to us, and you acknowledge and agree that you do not acquire any ownership rights by accessing or downloading any material, whether or not copyrighted, from this Website as authorized hereunder. We reserve the right to refuse service, terminate accounts, and/or cancel orders at our discretion, including, without limitation, if we believe that your conduct violates applicable law or is harmful to our interests or businesses, or to our customers, affiliates, licensors or licensees.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our discretion, including, but not limited to, if we believe that customer conduct violates applicable law or is harmful to our interests or the interests of any of our customers, affiliates, licensors or licensees.
We reserve the right to change these Terms and Conditions, and the Disclaimer referenced herein, from time to time as we deem appropriate by posting such changes on this Website. Any changes, modifications, additions or deletions shall be effective immediately upon posting unless otherwise indicated. We will not separately notify you that changes have been made, regardless of the scope and importance of the changes, and we encourage you to periodically check back and review these Terms and Conditions so that you always will know what terms and conditions apply to your access to and use of this Website, or our use of any User Content that you have posted on this Website or submitted to us. Your continued use of this Website and/or your submission of any User Content to us after such changes are posted will be deemed to constitute your agreement to and acceptance of such changes. This Website may change, and we may restrict access to, suspend or discontinue this Website, or any portion of this Website, at any time.
This Website, all content displayed on this Website, and all software, data and information used to provide this Website, including text, images, photographs, method of display and presentation, source code, embedded routines and programs and other materials, as well as all copyrights, trademarks, patents and other intellectual property rights therein or thereto, are owned by us or our affiliates, licensors or licensees, and are protected under worldwide patent, copyright, trademark and other applicable laws and treaties, including, without limitation, applicable trade secret laws. We grant you the limited and nonexclusive right and license to access or download a single copy of the content from this Website solely for your personal and non-commercial use and as necessary in connection with the use of any services available through this Website.
Except as expressly authorized in these Terms and Conditions, you may not modify, distribute, reproduce, display, or use this Website or any elements thereof. Furthermore, (i) reproduction, re-transmission or re-presentation in any form, in whole or in part, of any content including, without limitation, programming code, text, images, photographs, or graphics, audio and video content, included within this Website is strictly prohibited without our prior express written permission; (ii) you may not frame, squeeze back, overlay or employ other techniques to enclose or display this Website, or any trademark, logo, content or other proprietary information (including images, photographs, text, page layout, or form) included on this Website, with any other software or content of a third party; (iii) you may not use any meta tags or any other “hidden text” utilizing our names or trademarks without our express written consent; and (iv) you may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in this Website or the services offered herein.
In addition to and without limiting any of the foregoing limitations and restrictions, you are expressly prohibited from using any automated means (including, without limitation, any spiders, robots, crawlers, scrapers, deep links, data mining, data gathering or extraction tools), or any other automated methodology, algorithm or device, or any manual process, to monitor, copy, download or otherwise access data or content from this Website for any purpose. A limited exception to the foregoing limitations and restrictions is provided to general purpose internet search engines (e.g., Google) and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to this Website, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our applicable policies and procedures in effect from time to time. “General purpose internet search engine” does not include a website or search engine or other service that specializes in classified listings or in any subset of classifieds listings such as automobiles, vehicles, jobs, housing/apartments, rentals, services or equipment or which is in the business of providing classified ad listing services.
This Website includes certain trademarks and service marks owned by us and/or our affiliates or third parties. In addition to any other applicable restrictions or limitations, you agree not to copy, use or otherwise infringe upon or dilute these trademarks or service marks. You further agree that you will not alter or remove any copyright, trademark or other notices from any Website content.
We provide the content, information and other materials available through our Website for informational purposes only. You may use the content, information, consumer reviews, data and materials from, and the products and services available through, this Website solely for your personal and non-commercial use. Before you act on any content or information from our Website, you should independently confirm any facts that are important to your decision. IF YOU RELY ON ANY CONTENT, INFORMATION OR OTHER MATERIALS, PRODUCTS, OR SERVICES AVAILABLE THROUGH OUR WEBSITE, YOU EXPRESSLY AGREE THAT YOU DO SO SOLELY AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT YOU MAY INCUR AS A RESULT OF YOUR USE OF ANY CONTENT, INFORMATION OR OTHER MATERIALS, PRODUCTS OR SERVICES.
We do not intend to provide any products or services to individuals who reside in the European Union. If you are an individual resident within the European Union, do not provide us with any of your personal information.
In order to purchase products or services from this Website, you must be at least eighteen (18) years of age and use a credit card. You are solely responsible for ensuring that the use of the Website in accordance with these Terms and Conditions in your jurisdiction of residence is permitted by law or regulation.
This Website may provide links or references to third party sites that we do not operate and/or that will allow you to leave this Website or open an additional browser connecting you to the third party site. Any such links to third party sites are provided merely as a convenience to the users of this Website, and such links do not imply our endorsement of such other third party sites or the content contained therein. We disclaim all liability with regard to your access to such linked websites, and your use of and access to any other websites linked to this Website is at your own risk. Further, we have no responsibility for the content of such third party sites and shall not be liable for any damages or injury arising from that content or your use, reliance on or access to such third party sites. For information about such other third party websites, we encourage you to consult the specific terms of use and privacy policies of such other websites.
We have in place what we believe to be reasonable physical, electronic and managerial procedures to safeguard and help prevent unauthorized access of, maintain data security for and correctly use the information we collect online. However, while such reasonable efforts are intended to ensure the confidentiality of your private and personal information available as a result of your use of this Website, we cannot and do not warrant or guarantee the absolute safety and security of confidential data on the Internet.
Any personally identifiable information provided by you in electronic communications to us is governed by our Privacy Policy. For a more complete description of our collection and use of personally identifiable information and other data, please read our Privacy Policy, the terms of which are incorporated in these Terms and Conditions by reference.
You may have the opportunity to post or otherwise submit content and information, including but not limited to consumer reviews, opinions, data, materials, know how, concepts, inventions, techniques, or other postings or communications (collectively, “User Content”), to us via this Website, whether by posting to a public area of this Website (e.g., blogs or message boards) or by other submission to us through email, SMS/text messages or other means of electronic communication. By submitting any such User Content to us or posting any such User Content in any public area of this Website, you:
You also permit any other user of this Website to access, view, store or reproduce your User Content for that user’s personal use, which such use may include disclosure to third parties. By posting or submitting such User Content, you hereby waive any claim that we misappropriated any such User Content or any portions thereof. Once your User Content is published, we have no obligation to withdraw it.
You assume all risks associated with your User Content, including any other person’s reliance on its quality, accuracy, or reliability, any disclosure by you of information in User Content that personally identifies you, and any violations of any other person’s rights or any laws caused by your User Content. You may not imply that your User Content is approved or endorsed by us or any of our affiliates. User Content does not reflect the opinion or views of us of any of our affiliates.
We and our owners, affiliates and licensees may display advertising with or next to your User Content. We are not obligated to provide you with any compensation in connection with such advertising.
You further represent and warrant that any and all User Content that you provide will not constitute or include viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You may not use a false e-mail address or false identity, impersonate any person or entity, or otherwise mislead as to the origin of User Content.
We may provide a variety of services on this Website through which you can directly interact with others, such as email services, blogging services, chat rooms, communications tools, forums and other public posting areas (“Communications Services”). (For purposes of these Terms and Conditions, all references to this Website generally include all Communication Services available through this Website.) We cannot and do not review every posting made in these Communications Services. You may well read any given posting before anyone on our staff does. You can expect these Communications Services to include information and opinions from a variety of individuals and organizations other than us. We do not endorse or guarantee the accuracy of any posting, regardless of whether the posting comes from a user, from a celebrity or “expert” guest or from a member of our staff, and we are not responsible or liable for, and do not assume any responsibility in respect of, the views and opinions expressed. We encourage an open exchange of information and User Content, but we want everyone to be able to enjoy these Communications Services.
We do not, in the ordinary course of business, review private electronic messages that are not addressed to us. However, we reserve the right to do so and to use any other forms of information available to us by virtue of your use of this Website and any Communication Services (including, for example, reverse IP address inquiry) in order to comply with the law, to enforce these Terms and Conditions or to protect the rights, property or safety of visitors to this Website and/or users of any Communications Services, our customers, the public or us and our affiliates, licensors or licensees. We reserve the right (but assume no obligation) to review the content of this Website, including blogs, message boards, chat rooms, listings, forums and other User Content posted to this Website or via any Communications Services to determine compliance with these Terms and Conditions and any other rules established by us, and to satisfy any law, regulation or authorized government request. We shall have the right, in our sole discretion, to delete, move, refuse to post and/or edit any messages, listings, postings or other User Content that we consider unacceptable or inappropriate, whether for legal or other reasons.
By using this Website and/or any Communications Services, you agree not to post, submit or transmit through this Website or via any Communications Services any User Content or other information that (i) violates or infringes in any way upon the rights of others, (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, misleading, fraudulent or otherwise objectionable, (iii) encourages conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law, or (iv) without our express prior approval, contains advertising or any solicitation with respect to products or services. The sender of any User Content to this Website or via any Communications Services or otherwise shall be solely responsible for the content and information contained therein, including its truthfulness and accuracy. By posting to this Website or via any Communications Services, or otherwise submitting User Content, you represent and warrant that you either own or otherwise control all rights necessary for you to provide, post, upload or submit such User Content. Without limiting the foregoing, you shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights or any other harm resulting from any User Content submitted by you to or through this Website or via any Communications Services. We reserve the right to deny access to this Website and/or any Communications Service to anyone who violates these Terms and Conditions or who, in our judgment, interferes with the ability of others to enjoy this Website or Communication Services, or infringes the rights of others. We will comply with the requirements of the law regarding disclosure of any messages to others, including law enforcement agencies. We do not guarantee that the Website will be free from User Content that is inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable.
We respect the rights of all copyright holders and have adopted and implemented a policy that provides for the removal of content from this Website under certain circumstances. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information required by the Digital Millennium Copyright Act, 17 U.S.C. 512:
For copyright inquiries, including notification of claims of infringement, please contact our Copyright Agent at:
We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of this Website, or to identify, contact or bring legal action against you or anyone else who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of visitors to or users of this Website, including our customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. You acknowledge and agree that we may preserve and store any communication by you with us through this Website or any service offered on or through this Website and may also disclose such data if required to do so by law or if we determine that such disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms and Conditions, (iii) respond to claims that any such data violates the rights of others, or (iv) protect our rights, property or personal safety and/or our affiliates, employees, users of or visitors to this Website or the public.
Without limiting any other portion of these Terms and Conditions, you agree that we may, in our sole discretion and without prior notice, terminate your access to our Website and/or block your future access to our Website if we determine that you have violated these Terms and Conditions or other agreements or guidelines that may be associated with or relate to your use of our Website, including, without limitation, our Privacy Policy. You also agree that any violation by you of these Terms and Conditions will constitute an unlawful and unfair business practice, and will cause irreparable harm to us for which monetary damages would be inadequate, and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that we may have at law or in equity.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR WEBSITE AND ALL CONTENT, INFORMATION OR OTHER MATERIALS, PRODUCTS OR SERVICES AVAILABLE THROUGH OUR WEBSITE ARE PROVIDED BY US ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND THAT YOUR USE OF OUR WEBSITE AND ALL CONTENT, INFORMATION OR OTHER MATERIALS, PRODUCTS OR SERVICES AVAILABLE THROUGH OUR WEBSITE IS ENTIRELY AT YOUR OWN RISK. You understand that there may be delays, omissions, interruptions, inaccuracies and/or other problems with the information, products and services available through, published on or promoted over this Website, including information, products and services referred to, advertised or promoted on or sold through this Website. Neither we nor our affiliates, licensors or licensees warrant that this Website will be uninterrupted or error free; nor do we or they make any warranty as to the results that may be obtained from use of this Website or as to the accuracy, reliability or completeness of content or any information, product or service provided or made available through this Website. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE, AND OUR AFFILIATES, LICENSORS AND LICENSEES, SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THIS WEBSITE AND/OR YOUR USE THEREOF.
NEITHER WE, NOR ANY OF OUR AFFILIATES, LICENSORS OR LICENSEES, SHALL HAVE ANY LIABILITY FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN THE CONTENT, INFORMATION OR OTHER MATERIALS, PRODUCTS OR SERVICES CONTAINED WITHIN OR OTHERWISE AVAILABLE THROUGH OUR WEBSITE. IN NO EVENT SHALL WE, OR ANY OF OUR AFFILIATES, LICENSORS OR LICENSEES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, OTHER THAN DIRECT DAMAGES, ARISING OUT OF YOUR ACCESS TO OR USE OF, OR INABILITY TO USE, OUR WEBSITE OR ANY CONTENT, INFORMATION OR OTHER MATERIALS, PRODUCTS OR SERVICES WITHIN OR OTHERWISE AVAILABLE THROUGH OUR WEBSITE, OR OUR USE OF ANY MATERIALS THAT YOU PROVIDE TO US. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING LIMITATION OF LIABILITY, IN NO EVENT SHALL WE, OR ANY OF OUR AFFILIATES, LICENSORS OR LICENSEES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUES OR PROFITS, OR LOSS OF BUSINESS OR DATA), EVEN IF WE OR ANY SUCH OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Without limiting the foregoing, you agree that the entire aggregate liability of us and our affiliates, licensors, and licensees, if any, arising out of any kind of legal claim (whether in contract, tort or under any other legal theory) arising out of your access to or use of, or inability to use, our Website or any content, information or other materials, products or services within or otherwise available through our Website, or our use of any materials that you provide to us, will not exceed one hundred dollars ($100).
To the extent that the jurisdiction where you reside does not allow limitations on the period of an implied warranty or the exclusion or limitation of liability for consequential or incidental damages, some of the above limitations may not apply to you.
You hereby release and agree to indemnify, defend and hold harmless us, and our affiliates, licensors and licensees, including our Supporting Providers (defined below), from and against any and all claims, actions, suits, proceedings, costs, demands, liabilities, losses, damages and expenses, including, without limitation, attorneys’ fees, arising from or relating to: (i) your breach of these Terms and Conditions or any matter for which you are responsible or liable under the terms of these Terms and Conditions, (ii) third party claims with respect to our use of any User Content that you have posted on this Website or of any materials that you provide to us, including, but not limited to, infringement of copyright, trade secret, patent, trademark, proprietary rights, or any other claims, or (iii) any dispute between you and any third party, including, without limitation, any other user, any advertiser or any party to any actual, prospective or terminated sale or transaction. If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
These Terms and Conditions are governed by the laws of Delaware without regard to its conflict of laws rules. You hereby consent to the exclusive jurisdiction and venue of state and federal courts located in Delaware for all disputes arising out of or relating to these Terms and Conditions, our Privacy Policy, the use of our Website, or the content, information or other materials, products or services within or otherwise available through our Website, or our use of any materials that you have posted on our Website or submitted to us. Use of our Website or the content, information or other materials, products or services within or otherwise available through our Website is not authorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms and Conditions or your use of our Website or the content, information or other materials, products or services within or otherwise available through our Website.
You agree that any and all causes of action arising out of or relating to our Website or any of the content, information or other materials, products or services within or otherwise available through our Website shall be resolved individually, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
Any waiver of any provision of the Terms and Conditions will be effective only if in writing and signed by us.
If you are visiting our Website from a location outside the United States, your connection will be through and to servers located in the United States. By using our Website, or providing us with information, you (a) acknowledge that the Website is subject to the laws of the United States, (b) consent to the collection, processing, maintenance and transfer of such information in and to the United States and other applicable territories in which the privacy laws may not be as comprehensive as or equivalent to those in the country where you reside and/or are a citizen, and (c) waive any claims that may arise under those laws.
Your use of our Website for spamming is strictly prohibited. By using our Website, you agree not to use information concerning other users of our Website, or any items such users have listed or searched for on our Website (including, without limitation, listing information, user names, email addresses, telephone numbers, and/or other information), for any purpose that is not expressly permitted by these Terms and Conditions. You may not post information directed to or collect personal information from any minor.
You shall use our Website and the content, information or other materials, products and services within or otherwise available through our Website for lawful purposes only. Any conduct by you that in our judgment and discretion restricts or inhibits any other person from using or enjoying our Website or the content, information or other materials, products or services within or otherwise available through our Website will not be permitted.
You agree that all notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be unenforceable, all other terms and conditions shall remain in full force and effect.
Our failure to enforce any provision of these Terms and Conditions will not be deemed a waiver of future enforcement of that or any other provision of these Terms and Conditions.
These Terms and Conditions, together with our Privacy Policy, Disclaimer and additional policies, constitute the entire agreement between the parties regarding the subject matter hereof.
If you have any questions, please contact us at
TERMS AND CONDITIONS LAST UPDATED 23/09/2020
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