1. Agreement. This Agreement between your company ("Company") and Worldwide Supply, LLC ("Worldwide Supply"), having US corporate offices located in Wantage, NJ defines the terms and conditions regarding use by Company of the online service offered by Worldwide Supply (the "Worldwide Supply Online Buy/Sell System").
2. The Worldwide Supply Online Buy/Sell System. The Worldwide Supply Online Buy/Sell System facilitates the buying and selling of a broad range of technology assets - including a unique combination of used/unused technology equipment from a variety of manufacturers allowing clients to make purchases from a single cost-effective source. Company understands that functionality may be added or deleted from the Worldwide Supply Online Buy/Sell System at the discretion of Worldwide Supply and without warning to Company.
3. Registration. To subscribe to the Worldwide Supply Buy/Sell System an agent of Company must submit a complete online registration form. By submitting a registration form, the registrant represents and warrants: (a) that the registrant is authorized to sign for and bind the Company, and (b) the information on the registration form is current, complete and accurate.
4. Use of the Worldwide Supply Online Buy/Sell System
4.1 Access; Usernames and Passwords. Subject to the terms and conditions of this Agreement and acceptance by Worldwide Supply of Company into the Worldwide Supply Online Buy/Sell System, Worldwide Supply grants Company a limited, non-transferable, non-exclusive, license, without right of sublicense, to access and use the Worldwide Supply Online Buy/Sell System during the term and in accordance with this Agreement. Upon acceptance by Worldwide Supply of the Company into the Worldwide Supply Online Buy/Sell System, Worldwide Supply shall provide or allow Company to select a username and password that enables such access. Company shall maintain the confidentiality of any username and password. If there is a breach of the confidentiality of a password or username assigned to Company, or any breach of security through Company's account, then Company shall so notify Worldwide Supply as soon as Company becomes aware of the breach.
4.2 Unauthorized Use. Company shall not itself, or through any third party, reverse engineer, disassemble, decompile or otherwise attempt to derive source code or design information from the Worldwide Supply Online Buy/Sell System. If Company desires to achieve interoperability between the Worldwide Supply Buy/Sell System and other hardware or software (e.g., a robot or data gathering engine), Company must contact Worldwide Supply.
4.3 Information Available through the Worldwide Supply Online Buy/Sell System. Information available through the Worldwide Supply Online Buy/Sell System must be treated as confidential or proprietary (either to Worldwide Supply or its suppliers or licensors).
4.4 Ownership. Worldwide Supply shall retain and own all right, title and interest in and relating to the Worldwide Supply Online Buy/Sell System, and all worldwide copyright, trademark, service mark, trade secret, trade name, patent and other intellectual property or other rights in and relating to every component of the Worldwide Supply Online Buy/Sell System. Except as expressly permitted in this Agreement, Company has no rights to use the Worldwide Supply Online Buy/Sell System. All rights not expressly granted herein are reserved to Worldwide Supply.
4.5 Modification of the Worldwide Supply Online Buy/Sell System. Company understands and acknowledges that Worldwide Supply may periodically update the Worldwide Supply Online Buy/Sell System, and that those modifications may create substantial differences in how the Worldwide Supply Online Buy/Sell System operates or the features that it offers.
4.6 Availability of the Worldwide Supply Online Buy/Sell System. The availability of the Worldwide Supply Online Buy/Sell System depends on many factors, including Company's connection to the Internet, the availability of the Internet and the Internet backbone, and equipment that, by its nature, is not fault tolerant. Worldwide Supply makes no warranty whatsoever regarding the availability of the Worldwide Supply Online Buy/Sell System. Notwithstanding any of this Agreement's terms and conditions, Worldwide Supply reserves the right, without notice and at its sole discretion, to terminate Company's right to use this web site, and to block or prevent future access to and use of this web site.
5. Confidential Information. The Worldwide Supply Online Buy/Sell System is confidential information of Worldwide Supply. Company, as a receiving party of Confidential Information, shall not disclose the Confidential Information to any third party (except as specifically authorized by Worldwide Supply), shall not use the Confidential Information for any purpose except to carry out its rights or to perform its obligations under this Agreement, and shall protect the confidential and proprietary nature of the disclosing party's Confidential Information using the same level of effort that it uses to protect its own information of like importance, but in no event less than reasonable care.
6. Worldwide Supply's Use of Company Information.
6.1 Monitoring and Collection. In order to run and administer the Worldwide Supply Online Buy/Sell System and all of its features and functions, Worldwide Supply may collect information about Company and Company's use of the Worldwide Supply Online Buy/Sell System, including identifying information necessary for administration of the Worldwide Supply Online Buy/Sell System and all information provided to Worldwide Supply by Company (collectively "Company Information"). Such information may be collected when the Company registers to use the Worldwide Supply Online Buy/Sell System or at other times as reasonably requested by Company. The Worldwide Supply Privacy Policy provides a more complete description of Worldwide Supply's monitoring, collecting, use and disclosure of Company information.
6.2 No Breach of Privacy or other rights. Company acknowledges and agrees that Worldwide Supply activity that complies with the Worldwide Supply Privacy Policy in no way constitutes an actionable breach of any privacy or other right, whether in equity, law, contract or otherwise and Company hereby waives any and all such claims or rights of action whether foreseen or unforeseen. Additionally, Company acknowledges, agrees, and grants to Worldwide Supply the right to use Company Information to create a rating of Company's use of the Worldwide Supply Online Buy/Sell System and Company's payment history. Company acknowledges and agrees that such rating in no way constitutes an actionable breach of any right, whether in equity, law, contract or otherwise and Company waives any and all such claims or rights of action whether foreseen or unforeseen including without limitation any claim of slander, libel, interference with business relations, and interference with prospective business relations.
7. Payment.
7.1 No Registration Fee. Company will not be charged a fee for registering with the Worldwide Supply Online Buy/Sell System.
8. Term and Termination.
8.1 Term. This Agreement commences on the date Worldwide Supply provides Company with a Username and Password (the "Effective Date") and continues in force and effect until terminated in accordance with this Section.
8.2 Termination for Company's Breach. Worldwide Supply may terminate this Agreement if Worldwide Supply determines Company materially breaches any of the terms or conditions of this Agreement. A pattern by Company to fail to honor its obligations of transactions with Worldwide Supply or any another registered user of the Worldwide Supply Online Buy/Sell System, as determined in the sole discretion of Worldwide Supply, shall be considered a material breach of this Agreement.
8.3 Termination for Convenience. Worldwide Supply may terminate this Agreement, for any reason or for no reason, upon one (1) day's notice to Company. Notice shall be deemed effective as of the date such notice is sent to Company and may be communicated by any means reasonable.
8.4 Effect of Termination. Termination is in addition to all other legal or equitable remedies available to Worldwide Supply. Upon termination of this Agreement for any reason, Worldwide Supply may immediately suspend or disable Company's access to the Worldwide Supply Online Buy/Sell System, the license grant of Section 3.1 shall immediately terminate, and Company shall cease to use and delete any and all information or software obtained through the Worldwide Supply Online Buy/Sell System. Sections 4, 5, 6, and 8 through 16 survive expiration or termination of this Agreement.
9. The Worldwide Supply Online Buy/Sell System.
9.1 Overview. The Worldwide Supply Online Buy/Sell System acts as a venue for buyers to bid (i.e., to make offers to buy items), request and receive quotes, and place order for products.
9.2 Buying. If Worldwide Supply's offer is accepted by Company and Company selects to "Place an Order," Company is obligated to complete the transaction with Worldwide Supply, unless the transaction is prohibited by law or by this Agreement. By making an offer on an item, Company agrees to be bound by the conditions of sale included in the item's description (or linked to from the description) so long as those conditions of sale are not in violation of this Agreement or unlawful. Orders are not retractable except in exceptional circumstances such as the existence of a clear typographical error. By making an offer on an item, Company is certifying that it has the legal right to purchase such an item.
10. Company Warranties. Company hereby represents and warrants as follows: (a) Company shall comply with all applicable laws and regulations in using and accessing the Worldwide Supply Online Buy/Sell System; (b) entering into this Agreement does not conflict with Company's existing obligations to any third party; (c) Company has not and will not act fraudulently when using the Worldwide Supply Online Buy/Sell System; and (d) Company is authorized to enter into this Agreement.
11. Indemnity. At Worldwide Supply's option and request, Company hereby agrees to, at its own expense, indemnify, defend and hold Worldwide Supply harmless from and against any loss, cost, damages, liability, expense (including reasonable attorneys' fees), arising out of or related to a third-party claim, action or allegation, (a) related in any way to a transaction or dispute between Company and any third party, (b) based on or caused by unauthorized access to the Worldwide Supply Online Buy/Sell System through Company's account, or (c) based on facts or alleged facts that would constitute a breach of Company's warranties under Section 10. Company shall not enter into a settlement of the foregoing without Worldwide Supply's prior written consent.
12. No Warranty. COMPANY'S USE OF THE WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM IS ENTIRELY AT COMPANY'S OWN RISK. THE WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM AND/OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM ARE PROVIDED "AS IS," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SPECIFIED OTHERWISE. WORLDWIDE SUPPLY HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM, (INCLUDING INFORMATION, SERVICES AND PRODUCTS AVAILABLE THROUGH THE WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM) WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING ANY OF THE FOREGOING, WORLDWIDE SUPPLY DOES NOT REPRESENT OR WARRANT THAT THE WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM, OR ANY COMPONENT THEREOF, WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, ERROR-FREE, VIRUS-FREE OR AVAILABLE AT ANY TIME. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY WORLDWIDE SUPPLY, ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE A WARRANTY AND COMPANY SHALL NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
13. Limitation of Liability. IN NO EVENT SHALL WORLDWIDE SUPPLY BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, ANY INACCURACIES OR OMISSIONS IN THE INFORMATION AVAILABLE AS PART OF THE SITE OR WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM, FAULTS IN THE WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR WORLDWIDE SUPPLY ONLINE BUY/SELL SYSTEM, EVEN IF WORLDWIDE SUPPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WORLDWIDE SUPPLY BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE, LOST PROFIT, LOSS OF DATA OR ANY OTHER BUSINESS DAMAGES. THE FOREGOING LIMITATIONS APPLY WHETHER OR NOT WORLDWIDE SUPPLY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WORLDWIDE SUPPLY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED ONE HUNDRED ($100) US DOLLARS. Some States may not allow such limitations; so, this section may not apply to all Companies.
14. Modification of Agreement. This Agreement may only be modified by the procedure of this Section 14, and no other oral or written modifications shall be effective. Worldwide Supply may modify this Agreement by posting the new terms and conditions in the same location as the previous terms and conditions were posted. If Company continues to use Worldwide Supply Online Buy/Sell Systems, then Company will be considered to have accepted the modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO COMPANY, THEN COMPANY'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
15. . Entire Agreement; No Severability or Unintentional Waiver. TThis Agreement constitutes the entire agreement between Company and Worldwide Supply with respect to the Worldwide Supply Online Buy/Sell System, and supersedes all prior agreements between Company and Worldwide Supply. Worldwide Supply's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. No amendment or modification hereof will be valid or binding upon either party unless made in writing and signed by the authorized representatives of both parties. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
16. Assignment. Company shall not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Worldwide Supply, and any such attempted assignment will be void and of no effect. Subject to the above, this Agreement will be binding upon the parties' respective successors and permitted assigns.
17. Force Majeure. Worldwide Supply will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of cause beyond the reasonable control of such party including without limitation Internet outages, communications outages, earthquake, fire, flood, war or act of God, or any acts of governmental bodies or authorities.
18. Independents. Worldwide Supply and Company are independent and nothing in this Agreement will create any partnership, agency, joint venture, franchise, sales representative or employment relationship between Worldwide Supply and Company. Company will have no authority to make or accept any representations on behalf of Worldwide Supply.
19. Governing Law and Jurisdiction. The laws of the State of New Jersey (excluding its choice of law rules) will govern interpretation and enforcement of this Agreement. Company hereby consents to personal jurisdiction in the federal and state courts of New Jersey for any actions arising out of or relating to Company's use of the Worldwide Supply Online Buy/Sell System. The federal and state courts located in Sussex County, New Jersey have exclusive jurisdiction over all such actions. The terms of this Section will survive any termination of this Agreement.
