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Partstack™ Terms and Conditions

Welcome to Partstack.com and the Partstack™ Marketplace.

Please read these terms carefully. This document is a legally binding agreement between you (referred to as “you”, “your” or “User” hereinafter) and Partstack™ Marketplace. These Terms of Use (“Terms”) describe the terms and conditions applicable to your access and use of the Marketplace including the “Partstack.com” website, associated mobile sites, mobile applications and other portals (collectively, “Partstack™ Marketplace,” or “Platform” or “Sites”), owned, operated, branded or made available by Partstack™ Corporation (referred to as “Us”, “We,” “Our”or “Partstack™,” hereinafter). Your access to and use of Partstack™ Marketplace, software and products is subject to these terms and conditions and any other rules and policies that we may publish from time to time. By accessing and using our Platform, including but not limited to browsing, registering, or submitting parts inventory data on the Partstack™ Marketplace, you agree to accept and be bound by the Terms here, and as may be amended from time to time. If you do not agree to accept these Terms, then do not continue to use this Platform. Do not access or use the Services or the Sites if you do not accept all of the Terms.

I. Acceptance of the Terms

For the purpose of these Terms, wherever the context so requires, "You" or "User" shall mean any natural or legal person who has agreed to become a buyer or seller on the Platform by providing Registration Data. Partstack™ may amend any Terms at any time by posting the relevant amended and restated Terms on the Site(s). By continuing to access or use the Platform, you agree that the amended and restated Terms will apply to you. When you use any of the services provided by us through the Platform, including but not limited to, (e.g. Reviews), You will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they shall be deemed to be incorporated into this Terms of Use and shall be considered as part of the Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case “you” or “your” shall refer to such entity. If you are not of legal age to form a binding contract with Partstack™ in the United States or your jurisdiction of residence (or Platform access), you may not access or use Our services. Partstack™ reserves the right to terminate your account and / or refuse to provide you with access to the Platform if it is brought to Our attention or if it is discovered that You are under the age of 18 years and transacting on the Platform.

Non-English translations of the Terms, Privacy Policy, and other policies and provisions relating to the Partstack™ Marketplace, are provided on the Partstack™ Marketplace for convenience of its users; however, in the event of any inconsistency or conflictbetween the English version of these documents and any translated version, the English version shall control. These Terms may not otherwise be modified except in writing by an authorized officer of Partstack™.

II. Using Our Services

As a condition of your access to and use of Partstack™, you agree that you will comply with all applicable laws and regulations when accessing or using the Platform. You may be required to register as a User on Partstack™ in order to access and use some of our Services. Partstack™ reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users, or subject to other conditions that Partstack™ may impose in our discretion. Partstack™ may, in our sole discretion, limit, deny or create different levels of access to and use of any Services (or any features within the Services) with respect to different Users. Partstack™ may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such paying Users to enjoy that Service.

It is the sole responsibility of all Users to review and agree in writing amongst themselves to the terms and conditions of purchase orders issued or received by them. Partstack™ shall have no obligation to monitor any communications.

Additional Terms

Certain features of the Partstack™ Marketplace may be subject to additional guidelines, terms, or rules (“Additional Terms”). All such Additional Terms are incorporated by reference into these Terms. If there is any conflict between these Terms and the Additional Terms, the Additional Terms take precedence in relation to the particular feature of the Platform.

If you are using Partstack™ Marketplace as a distributor of electronic components, you also agree to the following additional terms and conditions:

  • You agree to give Partstack™ a non-exclusive, royalty-free license to display your inventory data and company contact information on the Partstack™ Marketplace and Platform.
  • You agree to maintain current information about your company and inventory data uploaded onto the Partstack™ Marketplace.
  • You agree not to list or provide a quote for material that you do not have the ability to sell and deliver in the condition, quantity, style, and/or at the time indicated in the quote
  • You agree to allow Partstack™ and Partstack™ Marketplace Users to rate and provide their own feedback about your company. You further consent and agree to the collection, tabulation and display of any such ratings to the Partstack™ User community. You agree not to take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Website);Partstack™ shall have the right to remove or redact product listings, User feedback, or system ratings.

As long as You comply with these Terms of Use in their entirety, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Platform.

III. Be a Good Human

You agree not to undertake any action to undermine the integrity of Our computer systems, networks, or features. You will not attempt, or help any other User/entity to attempt, to gain unauthorized access to such computer systems or networks. Information obtained via the Partstack™ Marketplace is for your internal use only and may not be further disseminated, published or otherwise disclosed without Partstack™' prior written consent. As a condition of your use of the Partstack™ Marketplace, you represent, warrant and covenant to Partstack™ that you will not use the Platform for any purpose that is unlawful or prohibited by these Terms and that your use of the Partstack™ Marketplace shall not be for purposes of copying Partstack™ business model, system designs, content or for extracting information to create or provide a competing Platform.

You may not use the Partstack™ Marketplace in any manner that could damage, disable, overburden, or impair the website or interfere with any other party's use and enjoyment of the Partstack™ Marketplace. You may not obtain or attempt to obtain any materials or information from the Partstack™ Marketplace through any means not expressly authorized by Partstack™. Specifically, but without limitation, you may not attempt to access the Partstack™ Marketplace indirectly through any unauthorized third-party website, software or service that disseminates electronic component part search results, or that provides aggregated electronic component part search results from multiple suppliers or other search services. Partstack™ may terminate your access to any or all of the Partstack™ Marketplace at any time without notice for any reason whatsoever.

Access to Partstack™ Marketplace services will be suspended if you:

  • Spam, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. This also includes collecting for your personal or commercial use, the email addresses or contact information of other users.
  • Publish inappropriate, profane, defamatory, infringing, obscene, indecent material.
  • Request quotations for goods or services that do you do not have the intention and ability, financial or otherwise to actually purchase, procure or receive.
  • Advertise, quote or offer to sell goods or services that you do not have the ability to actually sell.
  • Obscure the origin of materials in an attempt to mislead purchasers.
  • Knowingly engage in the distribution or sale of counterfeit goods.
  • Violate any applicable laws or regulations, or otherwise violate the conditions outlined in these Terms.

IV. Transactions Between Buyers and Sellers

Through the Platform, Partstack™ provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. Partstack™ additionally provides electronic web-based transaction platforms for you to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Platform. However, in no case does Partstack™ represent either the seller or the buyer in specific transactions. Partstack™ does not control and is not liable or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Platform, the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.

Please be aware that there may be risks of dealing with people acting under false pretenses. Partstack™ uses several techniques to verify the accuracy of certain information our Users provide us when they register for an account on the Platform. However, because user verification on the Internet is difficult, Partstack™ cannot and does not confirm each User's purported identity. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.

Buyers and sellers accessing or using the Platform shall assume the risks of conducting any purchase and sale transactions in connection with or through the Platform. Buyer and sellers accessing or using the Platform shall also fully assume all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the products or services that are the subject of the transactions on the Platform. Examples of such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory product quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract, transportation accidents, the risk that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Platform may violate or may be asserted to violate Third Party Rights, and the risk that Users may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to the assertion of rights, demands or claims by claimants of Third Party Rights. Examples of such risks also include the risk of claims from consumers, other purchasers, end-users of products or other third parties that they have suffered injuries or harm from their use of the products obtained through the Platform. All of the foregoing risks are referred to as "Transaction Risks." Partstack™ is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

Buyers and sellers on the Platform are solely responsible for setting out and performance of the terms and conditions of the transactions conducted on, through or as a result of use of the Platform, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Partstack™ (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction

V. User Accounts

Partstack™ Users must be registered on the Platform to access or use some Services. Except with Our approval, ONE User may only register ONE account on the Platform. No User may share, assign, or permit the use of a User account, username or password by another person, even to other individuals within the User’s own business entity (where applicable). User agrees to notify Partstack™ immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account. We may cancel or terminate a User’s account if Partstack™ has reason to suspect that the User has concurrently registered or is in control of two or more User accounts.

If you use the Platform, you are responsible for maintaining the confidentiality of your account details, including username and password credentials. You shall be responsible for all activities that occur under your account, with or without your permission. Partstack™ shall have the right to indefinitely suspend, terminate, or block your access to the Platform if you provide any information that is not in accordance with these Terms or is otherwise untrue, inaccurate, misleading or not current or incomplete.

You shall be solely liable and responsible for all the activities undertaken under Your Account, and any consequences therefrom. You agree that Partstack™ shall not be liable or responsible for the activities or consequences of use (or misuse) of any information that occurs under your account. Partstack™ may also reject any potential User’s application for registration for any reason, at Our sole discretion.

User acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to Partstack™ or other Users of the Platform. User shall indemnify Partstack™, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use or any misuse of your account. User also agrees that in case of the multiple use of your account or User’s failure to maintain the security of your account, Partstack™ shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate User’s account without liability to the User.

Your Responsibilities

You will be required to provide information or material about your entity, business or products/services as part of the registration process on the Platform for your access to and use of any Service or the User account. You represent, warrant, and agree that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

You represent, warrant, and agree that:

  • You have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder
  • If you are a business, the address you provide when registering is the principal place of business of your business entity

You consent to the inclusion of your contact information in our database and authorize Partstack™ and our affiliates to share the contact information with other Users or otherwise use your personal information in accordance with the Partstack™ Privacy Policy.

Partstack™ is committed to fighting counterfeiting, trademark infringement, and other unlawful activities in the online marketplace. Any party seeking to report any violations of these Terms is encouraged t contact Partstack™ at [email protected].

You will be required to provide information or material about your entity, business or products/services as part of the registration process on the Platform for your access to and use of any Service or the User account. You represent, warrant, and agree that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

You further represent, warrant and agree that the User Content that you submit, post or display hall: a) be true, accurate, complete and lawful; b) not be false, misleading or deceptive; c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors; d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; e) not violate any other Partstack™ terms; f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, price gouging or false advertising) or promote any activities which may violate any applicable laws and regulations; g) not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.

In addition to the foregoing, you shall:

  • carry on your activities on the Platform in compliance with any applicable laws and regulations
  • carry on your activities in accordance with the Terms and any applicable Additional Agreements
  • not use the Platform to defraud any person or entity (including without limitation sale of stolen items, counterfeit items, use of stolen credit/debit cards)
  • not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity
  • not engage in spamming or phishing
  • not engage in any other unlawful activities (including without limitation those which would constitute a criminal offense, give rise to civil liability, etc) or encourage or abet any unlawful activities
  • not involve attempts to copy, reproduce, exploit or expropriate Our various proprietary directories, databases and listings
  • not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information
  • not involve any scheme to undermine the integrity of the data, systems or networks used by Partstack™ and/or any user of the Platform or gain unauthorized access to such data, systems or networks
  • not subject to any economic or fraud sanctions of any governmental, international or regulatory entities
  • not engage in any activities that would otherwise create any liability for Partstack™ or our affiliates.
  • you may not use the Platform to engage in activities which are identical or similar to the Platform’s e-commerce marketplace business.

If you provide a business reference, you represent, warrant and agree that you have obtained all necessary consents, approvals and waivers from such reference to (a) act as your business reference; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business reference to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business references without the need to obtain your consent.

You agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Our provision of the Services, evaluating whether you have breached the Terms and/or handling any complaint against you. If your failure to do so results in delay in, or suspension or termination of, the provision of any Service, Partstack™ shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.

Partstack™ reserves the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Platform. Partstack™ does not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise made by any User. Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information. You acknowledge and agree that you are solely responsible for observing applicable laws and regulations in your respective jurisdictions to ensure that all access and use of the Platform are in compliance with the same.

You and your affiliates are responsible for your products compliance with the laws and regulations of the country/region of destination, including with relevant labor laws and standards. If a product is not permitted in one or more markets, or Partstack™ reasonably believes that any of your conduct violates or threatens to violate an applicable laws and regulations, Partstack™ reserves the right to remove the product listing from, OR STOP THE SALE OF ANY SUCH PRODUCT, in those markets.

Partstack™ reserves the right in our sole discretion to remove, modify or reject any User Content (in whole or in part) that you submit to, post or display on the Platform which we reasonably believe (i) violates any applicable laws and regulations, (ii) violates the Terms hereunder, (iii) could subject Partstack™ or our affiliates to liability, (iv) infringes any Third Party Rights, (v) could harm the interests of our Users, third party or Partstack™ or our affiliates, or (vi) is otherwise found inappropriate in Our sole discretion.

If you breach any Terms, or if Partstack™ has reasonable grounds to believe that you are in breach of any Terms, Partstack™ shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the your account and any and all accounts determined to be related to such account by Partstack™ in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that you have submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that you may post or display; (iv) imposing other restrictions on your use of any features or functions of any Service as Partstack™ may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as Partstack™ may deem necessary or appropriate in its sole discretion.

You would be considered to be in breach of the Terms in any of the following circumstances:

  • upon complaint or claim from another party where Partstack™ has reasonable grounds to believe that you have willfully or materially failed to perform your contract with such party. This includes where you have failed to deliver any items ordered after receipt of the purchase price, or where the items you have delivered materially fail to meet the terms and descriptions outlined in your contract with your buyer
  • Partstack™ has reasonable grounds to suspect that you have used a stolen credit card or other false or misleading information in any transaction with a counter party
  • Partstack™ has reasonable grounds to suspect that any information you have provided is not current or complete or is untrue, inaccurate, or misleaning
  • Partstack™ believes that your actions may cause financial loss or legal liability to Partstack™ or our affiliates or any other Users.

To the extent permitted by applicable laws and policies, Partstack™ may disclose your identity, contact information and/or information regarding your account(s), transactions or activities carried out on or via the Platform, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action. Partstack™ shall not be liable for damages or results arising from such disclosure, and you agree to not to bring any action or claim against Partstack™ or its affiliates for such disclosure.

VI. Marks & Intellectual Property

The Platform and the mark “Partstack™” are owned by Partstack™ Corporation, a Wyoming Corporation. Partstack™ owns the information, data, results, ideas, plans, sketches, texts, files, links, listings, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials (“Content”) available at Partstack.com and its related properties. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Sites (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Partstack™, or otherwise commercially exploiting the Platform.

Systematic retrieval of information from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Partstack™ is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited. Our listed distributers and manufacturers own their own respective trademarks. Your use of and access to Partstack™ do not grant you any license or right to use any of the marks owned by others on our Site.

By posting or displaying any logos, trademarks, service marks, brands, description/information in the product listings, and any other information, content or material on the Platform (collectively referred to as “User Content”) or providing any User Content to Partstack™ and/or its affiliates, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Partstack™ and/or its affiliates and their respective representative(s) to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the User Content, remove any part of it (including, without limitation, the watermark or mark the User Content bears), and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner, on the Platform and for any purpose which may be beneficial, whether directly or indirectly, to Partstack™, and/or the operation of the Platform.

You confirm and warrant to Partstack™ that you have all the rights, power and authority necessary to grant the above license and the User Content, and that the use of such User Content (including derivative works) by Partstack™ and/or its affiliates under such license is free from any infringement or violation of any Third Party Rights. To the maximum extent permitted by law, you waive your right to enforce your Intellectual Property Rights in the User Content against Partstack™ and/or its affiliates, assignees or sub-licensees in connection with use of such User Content in connection with the Platform. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

VII. Intellectual Property Rights

Partstack™ is the sole owner or lawful licensee of all the rights and interests in the Platform. The Platform contains trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Platform shall remain with Partstack™, our affiliates or licensors, as the case may be. All rights not otherwise claimed under the Terms or by Partstack™ are hereby reserved.

Partstack™ and related icons and logos are registered trademarks or trademarks or service marks of Partstack™ Corporation and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

VIII. Security

Security is important to us. The Partstack™ Marketplace may allow Users to access to content, products or services offered by seller distributors and third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites ("Linked Sites"). The Linked Sites are not under Partstack™' control, are not monitored by Partstack™, and Partstack™ is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Partstack™ provides such links to you only as a convenience, and the inclusion of any link does not imply endorsement by Partstack™ of the Linked Site or any association with its operators. You are cautioned to read such web sites' terms and conditions and/or privacy policies before using the Sites.

IX. Violation of Terms

When Partstack™ becomes aware of an alleged violation of these Terms, we will initiate an investigation into a suspected violation of these TERMS. We may restrict your access to the Partstack™ Marketplace in order to prevent further possible unauthorized activity. We may also report suspected violations to law enforcement authorities and other third parties, if applicable. Your use of the Partstack™ Marketplace constitutes your irrevocable consent and authorization for Partstack™ to make such notifications.

YOU RELEASE, INDEMNIFY AND AGREE TO HOLD PARTSTACK™ ITS OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS AND OTHER REPRESENTATIVES HARMLESS FROM ANY CLAIMS, DAMAGES OR LIABILITY OF ANY KIND RELATING TO ANY ACTION TAKEN BY PARTSTACK™ AS PART OF AN INVESTIGATION INTO A SUSPECTED VIOLATION OF THESE TERMS, OR AS A RESULT OF A CONCLUSION THAT A VIOLATION HAS OR HAS NOT OCCURRED, INCLUDING, WITHOUT LIMITATION, REPORTING OF SUSPECTED VIOLATIONS TO LAW ENFORCEMENT AUTHORITIES, TRADE ASSOCIATIONS AND OTHER THIRD PARTIES.

X. Indemnity

You agree to indemnify Partstack™, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your access to or use of the Platform, or from your breach of the Terms or any Additional Agreements.

Your further agree that Partstack™ is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted through the Sites or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with you.

XI. No Warranty

You agree to defend, hold harmless, and expeditiously indemnify Partstack™ Marketplace from any and all liability, claim, loss, damage or expense arising out of your breach or violation of any covenant contained in these Terms, or resulting from your use of the Partstack™ Marketplace (or if you are a distributor, your provision of parts inventory data to the Partstack™ Marketplace). TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY PARTSTACK™ ON OR THROUGH THE PLATFORM ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND PARTSTACK™ HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARTSTACK™ MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE PLATFORM; PARTSTACK™ DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE PLATFORM DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND PARTSTACK™ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES

IN NO EVENT SHALL Partstack™ AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Partstack™ Marketplace, WITH THE DELAY OR INABILITY TO USE THE Partstack™ Marketplace OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES OR ANY CLAIM OR LIABILITY WHATSOEVER RELATING TO REPORTING OF VIOLATIONS OR OTHER ENFORCEMENT OF THESE TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Partstack™ OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Partstack™ Marketplace, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Partstack™ Marketplace.

Any material downloaded or otherwise obtained through the Platform is done at each User's sole discretion and risk and each User is solely responsible for any damage to its own or to Our computer system(s) or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Partstack™ or through or from the Platform shall create any warranty not expressly stated herein.

The Platform may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Partstack™ or our affiliates be held liable for any such services or products.

Each User hereby agrees to indemnify and hold Partstack™, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's access to or use of the Platform or from your breach of any of the representations, warranties hereunder and the terms and conditions of the Terms. Each User hereby further agrees to indemnify and hold Partstack™, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to Partstack™.

Each User hereby further agrees to indNotwithstanding any of the foregoing provisions, the aggregate liability of Partstack™, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the access to or use of the Platform during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Partstack™ in exchange for the access to or use of Platform during the calendar year and (b) the maximum amount permitted under the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages and any claim must be filed within one (1) year from the date the cause of action arose. The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Partstack™ has been advised of or should have been aware of the possibility of any such losses arising.emnify and save Partstack™, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to the User Content, information and/or products offered or displayed on the Platform. Each User hereby further agrees that Partstack™ is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Partstack™ reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Partstack™ in asserting any available defenses.

Partstack™ shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:>

  • the use or the inability to use the Platform
  • any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Platform
  • violation of Third Party Rights or claims or demands that User's manufacture, importation, exportation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Platform may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants.
  • unauthorized access by third parties to data or private information of any User
  • statements or conduct of any User of the Platform
  • or any matters relating to the Platform, however arising, including negligence

Notwithstanding any of the foregoing provisions, the aggregate liability of Partstack™, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the access to or use of the Platform during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Partstack™ in exchange for the access to or use of Platform during the calendar year and (b) the maximum amount permitted under the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages and any claim must be filed within one (1) year from the date the cause of action arose. The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Partstack™ has been advised of or should have been aware of the possibility of any such losses arising.

XII. Force Majeure

Partstack™ shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the services or systems due to the following reasons: (i) system shut-down for maintenance; (ii) inability to transmit data due to failures in communications terminals or telecommunications equipment; (iii) systems failure and inability to perform its functions) due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires, storms, war, political unrest, labor strikes, shortage of labor or materials, riots, insurrections, civil disturbances, terrorist attack, explosions, acts of God, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties; or (iv) suspension or delay of services or systems failure due to reasons beyond the reasonable control of Partstack™ such as hacker or cyber attacks, technical adjustments or failure of the telecommunications department, website upgrades, third party problems or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

XIII. Arbitration

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND PARTSTACK™ ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND PARTSTACK™ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Harris County, Texas.

XIV. Notices

You are responsible for updating your data to provide Partstack™ with your most current email address. In the event that the last email address you have provided to Partstack™ is not valid, or for any reason is not capable of delivering to you any notices required by these Terms, Our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described on the notice. Any notice provided to Partstack™ pursuant to these Terms should be sent to Partstack Corporation, 1309 Coffeen Avenue STE 3820, Sheridan, WY, 82801

XV. Assignability

Partstack™ shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Partstack.com). You may not assign, in whole or part, the Terms to any person or entity.

XVI. Severability

If any provision of the Terms is held to be invalid or unenforceable, such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Our failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Our right to act with respect to subsequent or similar breaches.