Application and Acceptance of Terms and Conditions.
For purposes of this Agreement, a “User” is any person who accesses the Site for whatever purpose and User has registered on the Site as a registered User. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.
DeltaBid.com may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on November 22, 2015. Posting by DeltaBid.com of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorized officer of DeltaBid.com.
Access to and use of the Site and certain of its features and functions provided to all Users are free of charge.
DeltaBid.com reserves the right in its sole discretion to restrict or deny service to any User for whatever reason in order to protect the interests of DeltaBid.com.
Users may use this Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Site (the “DeltaBid.com Content”) for the purpose of re-selling, re-distributing or re-publishing the DeltaBid.com Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with DeltaBid.com, or otherwise commercially exploiting the DeltaBid.com Content. Systematic retrieval of DeltaBid.com Content from this Site 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 DeltaBid.com is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
Some of the DeltaBid.com Content displayed on this Site is provided or posted by third parties (“Third Party Content”). DeltaBid.com is not the author of Third-Party Content, whether contributed by anonymous users or paid content providers. Any Third Party Content is the sole responsibility of the party who provided the content. DeltaBid.com is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User’s reliance of such Third Party Content. In addition, DeltaBid.com is not responsible for the conduct of any User’s activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User’s conduct.
DeltaBid.com may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third parties’ web sites. You are cautioned to read such sites’ terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that DeltaBid.com has no control over such third parties’ web sites, does not monitor such sites, and DeltaBid.com shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such websites.
Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section “Users Who Post Information on the Site” below.
DeltaBid.com reserves the right to limit, deny or create different access to and use of the Site and its features and functions with respect to different Users, or to change any of the features and functions or introduce new features and functions without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall DeltaBid.com be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.
No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by DeltaBid.com and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks. No User may take any action which may undermine the integrity of DeltaBid.com’s feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.
As a condition of your access to and use of DeltaBid.com, you agree that you will not use the DeltaBid.com services to infringe the intellectual property rights or other legitimate rights of others in any way. For Users who are the subject of repeat complaints of infringement on copyrights or other intellectual property rights and legitimate rights of others, DeltaBid.com and/or its affiliates may suspend or terminate the accounts of these Users. In addition, DeltaBid.com and/or its affiliates reserves the right to terminate the account of a User upon any single infringement of the rights of others in conjunction with use of the DeltaBid.com services, or if DeltaBid.com believes that User’s conduct is harmful to the interests of DeltaBid.com, its affiliates, or other users, or for any other reason in DeltaBid.com’s sole discretion, with or without cause.
Each User who has completed and submitted a registration form online on the Site is a registered user of the Site (a “Registered User”). An account (“Account”) will be established for each Registered User and each Registered User will be assigned a user alias (“User ID”) and password (“Password”) for log-in access to its own Account.
A web-based email account with limited storage space may be assigned to the User to send or receive email (the “Email Account”). The Registered User shall be responsible for all uses and the content of all the messages communicated through its Email Account, as well as the consequences of any such messages.
If the Registered User is a business entity, you represent that (a) you have the authority to bind the entity to this Agreement; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to DeltaBid.com and its affiliates during the registration process is true, accurate, current and complete.
By becoming a Registered User, you consent to the inclusion of your personal data in our Database and authorize DeltaBid.com and its affiliates to share such information with other Users. DeltaBid.com can refer to Registered User, including business entity, on the Site and in other marketing materials used to promote the Site.
DeltaBid.com or its affiliates may impose the limitations on or suspend or terminate the use of a Registered User’s Account or Email Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if (a) in DeltaBid.com’s determination, there is any breach of the provisions of this Agreement and other terms, rules and policies for the uses of any services on a Site by the Registered User; or (b) DeltaBid.com has reasonable grounds to suspect that any information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) DeltaBid.com believes that the Registered User’s actions may cause financial loss or legal liability to such Registered User, DeltaBid.com’s other Users, or DeltaBid.com or its affiliates.If the Registered User is in breach of any provisions of this Agreement or other terms, rules and policies for uses of any services of a Site, DeltaBid.com also reserves the right to publish the records of such breach on a Site. If such breach involves any dishonest or fraudulent activities, DeltaBid.com also reserves the right to disclose the records of such breach to its affiliates and to request such affiliate to impose limitations on, suspect or terminate the Registered User’s of all or part of the services provided by such affiliates and to take other remedial actions such as to publish the records of such breach on the websites operated by or controlled by DeltaBid.com’s affiliates.
DeltaBid.com may at any time, in its reasonable discretion, impose limitations on suspend or terminate the use of a Registered User’s Account or Email Account without being liable to the Registered User if the Registered User is in breach of any agreement or undertaking with any affiliate of DeltaBid.com upon written notice by such affiliate and such breach involves dishonest or fraudulent activities. DeltaBid.com shall have the right to publish the records of such breach on a Site. DeltaBid.com shall not be required to investigate such breach or request confirmation from the Registered User.
The Registered User shall not use the Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Further, the Registered User shall not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence.
A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User ID or Password to a third party without the prior written consent of DeltaBid.com. DeltaBid.com may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
Notwithstanding Section “Registered Users”, DeltaBid.com may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to any User for whatever reason.
Users Who Post Information on the Site
You must be a Registered User in order to post information on the Site using the self-help submit and edit tools provided through the Site. Your status as a Registered User is governed by the provisions of Section “Registered Users” above.
No sales agency relationship is created between any User and DeltaBid.com, our affiliates, directors, officers or employees by virtue of DeltaBid.com’s display of any of the User’s information on the Site.
Each User hereby represents, warrants and agrees to (a) provide DeltaBid.com with true, accurate, current and complete information to be displayed on the Site and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to DeltaBid.com to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark, trade secrets or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to DeltaBid.com or authorizes DeltaBid.com to display. Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site, or affecting or relating to products that are offered or displayed on the Site, including but not limited to rights of personality and rights of privacy, are hereafter referred to as “Third Party Rights.” Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to DeltaBid.com or authorizes DeltaBid.com to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import, export and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation, export and/or distribution of those products violates no Third Party Rights.
Each User hereby represents, warrants and agrees that information submitted to DeltaBid.com for display on the Site shall not:
- contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
- be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
- relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights;
- impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
- violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- be defamatory, libelous, unlawfully threatening or unlawfully harassing;
- be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
- solicit business from any Users in connection with a commercial activity that competes with DeltaBid.com;
- contain 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;
- link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement;
- otherwise create any liability for DeltaBid.com or its affiliates.
DeltaBid.com reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject DeltaBid.com and its affiliates to liability, violates this Agreement or is otherwise found inappropriate in DeltaBid.com’s opinion. DeltaBid.com reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Furthermore, DeltaBid.com may disclose the User’s identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and DeltaBid.com shall not be liable for damages or results thereof and User agrees not to bring any action or claim against DeltaBid.com for such disclosure. In connection with any of the foregoing, DeltaBid.com may suspend or terminate the Account of any User as DeltaBid.com deems appropriate in its sole discretion. User agrees that DeltaBid.com shall have no liability to User, including no liability for consequential or any other damages, in the event DeltaBid.com takes any of the actions mentioned in this Section, and that User agrees to bear the risk that DeltaBid.com may take such actions.
Transactions between Buyers and Suppliers
Through the Site, DeltaBid.com provides an electronic web-based platform for exchanging information. DeltaBid.com does not represent the seller or the buyer in specific transactions if such transactions are made on the Site. DeltaBid.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered on the Site.
Users are hereby made aware that there may be risks of dealing with people acting under false pretences. DeltaBid.com uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, DeltaBid.com cannot and does not confirm each User’s purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.
Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User 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 assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks”. Each User agrees that DeltaBid.com shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site.
In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify DeltaBid.com (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 transaction.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FEATURES AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND DELTABID.COM 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, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DELTABID.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE, DELTABID.COM DOES NOT REPRESENT OR WARRANTY THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND DELTABID.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.
Any material downloaded or otherwise obtained through the Site is done at each User’s sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any User from DeltaBid.com or through or from the Site shall create any warranty not expressly stated herein.
The Site 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 DeltaBid.com and its affiliates be held liable for any such services or products.
Under no circumstances shall DeltaBid.com be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
Each User hereby agrees to indemnify and save DeltaBid.com, its 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 use of the Site (including but not limited to the display of such User’s information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save DeltaBid.com, its 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 User’s breach of any representations and warranties made by User to DeltaBid.com, including but not limited to those set forth in Section “Users Who Post Information on the Site” above. Each User hereby further agrees to indemnify and save DeltaBid.com, its affiliates, directors, officers and employees harmless, from any and all losses, 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 products offered or displayed on the Site. Each User hereby further agrees that DeltaBid.com is not responsible and shall have no liability to it, 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. DeltaBid.com reserves the right, at its 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 DeltaBid.com in asserting any available defenses.
DeltaBid.com 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 or otherwise or any other damages resulting from any of the following:
the use or the inability to use the Site;
any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
violation of Third Party Rights or claims or demands that Users’ manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site 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 Site; or
Intellectual Property Rights
DeltaBid.com is the sole owner or lawful licensee of all the rights to the Site and the DeltaBid.com Content. The Site and DeltaBid.com Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and DeltaBid.com Content shall remain with DeltaBid.com, its affiliates or licensors of the DeltaBid.com Content, as the case may be. All rights not otherwise claimed under this Agreement or by DeltaBid.com are hereby reserved.
“DELTABID”, “DELTABID.COM” and related icons and logos are registered trademarks or trademarks or service marks of DeltaBid OÜ in various jurisdictions 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.
All notices or demands to or upon DeltaBid.com shall be effective if in writing and shall be duly made when sent to DeltaBid.com in the following manner: to DeltaBid Inc. 1355 Market St, San Francisco CA 94103, USA.
All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to DeltaBid.com, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when
DeltaBid.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
immediately upon DeltaBid.com’s posting such notice on an area of the Site that is publicly accessible without charge.
DeltaBid.com and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
DeltaBid.com’s failure to enforce any right or failure to act with respect to any breach by a User under this Agreement will not waive that right nor waives DeltaBid.com’s right to act with respect with subsequent or similar breaches.
DeltaBid.com shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement to any person or entity (including any affiliates of DeltaBid.com). The User may not assign, in whole or part, this Agreement to any person or entity.
This Agreement shall be governed by the Estonian laws without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Estonia.
If there is any conflict between the English version and another language version of this Agreement, the English language version shall prevail.