| TERMS OF SERVICE |
FactoryNetwork.com is an online marketplace for industrial goods and services. The FactoryNetwork, Inc. website is a completely open marketplace from which manufacturers and suppliers can buy or sell products and services to one another on-line.
This Agreement describes the terms and conditions applicable to your use of the services of FactoryNetwork, Inc.. The FactoryNetwork, Inc. service is provided to you under the following Terms and Conditions and any operating rules and/or policies as described below. This Agreement and the Terms and Conditions comprise the entire agreement between User and FactoryNetwork, Inc. and supersedes all prior agreements between the parties, regarding the subject matter contained herein. FactoryNetwork, Inc. may amend this Agreement at any time by posting the amended Terms and Conditions on our website. By accessing or using the FactoryNetwork, Inc. website, or by participating in the registration process, you expressly agree to be bound by this Agreement and these Terms and Conditions. If you do not agree with this Agreement and these Terms of Service, you will not be permitted to use the FactoryNetwork, Inc. website. These Terms and Conditions were last revised on October 22, 2007.
Eligibility. The services provided by FactoryNetwork, Inc. are only available to individuals who can form legally binding contracts under applicable law. Our services are not available to minors or any other individuals who are legally prohibited from entering into binding contracts. You must be at least 18 years old to register with the FactoryNetwork, Inc. website. FactoryNetwork, Inc. may refuse our services, at our sole discretion, to anyone at any time.
FactoryNetwork's Role. The FactoryNetwork, Inc. website acts only as a venue for bidders to participate in auctions conducted by Sellers. FactoryNetwork, Inc. has no involvement in the actual transactions between Sellers and Buyers. Because we have no control over the actions of Buyers and Sellers, we cannot and do not guarantee that any transaction between the Buyer and Seller will take place. We have no control over whether or not a Buyer will complete the purchase of any item he has bid on or whether a Seller will complete the sale of any item that he has offered for sale. We have no control of the accuracy of any listing or the quality of any item listed for sale. We also do not have the ability to determine whether or not the Buyers are able to purchase items that they bid on, or whether Sellers have the ability to sell items that they have for sale.
Because we cannot control the information provided by the Users of our site, the information provided may be inaccurate, or deceptive in nature. Users must use caution when utilizing the information on our site. In the event that you have a dispute with another User, you release FactoryNetwork, Inc. from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive your rights under the California Civil Code Section 1542, which states: "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 debtor."
Selling items. Registered Users can list items for sale on the FactoryNetwork, Inc. auction site. A listing is all of the information provided by the User to describe the item for sale. Listings can include text descriptions, pictures, graphics, and links to such information supplied by the Seller that describe the item for sale. The Seller must assign each item to an appropriate item category.
Prior to posting any listing information for assets, User shall review the information to ensure it is accurate and complete, including without limitation, the condition, quality, quantity of assets offered. User must have the authority to offer and sell the assets, and must have good and marketable legal title, free and clear of any lien, leasehold interest, security interest, co-ownership interest or any other type of interest or encumbrance from any other entity or person. User shall not list any asset which contains any Hazardous Substance.
In the case of a Standard Auction, a Seller is obligated to complete a transaction with a Buyer if a Seller receives one or more bids at or above his stated minimum bid. In the case of a Reserve Auction, a Seller is obligated to complete a transaction with a Buyer if a Seller receives one or more bids at or above his reserve price. Only in a few exceptional circumstances is the Seller not required to complete the transaction. For instance, if the Seller cannot authenticate the identity of the Buyer or if the Buyer fails to meet the terms of the Seller's listing.
Buying items. Registered Users can bid on assets for sale on the FactoryNetwork, Inc. auction site. User must have the authority to place a bid and to enter into an agreement to complete the purchase of the assets. User understands that any bid placed on an asset constitutes an irrevocable offer to purchase the item at the bid price.
All items are listed under specific categories to allow Users to search for items that meet their criteria. Listings can include text descriptions, pictures, and graphics supplied by the Seller that describe the item for sale.
In the case of a Standard Auction, a Buyer is obligated to complete a transaction with a Seller if, at the end of the auction, the Buyer has placed the highest bid at or above the Seller's minimum bid. In the case of a Reserve Auction, a Buyer is obligated to complete a transaction with a Seller if, at the end of the auction, a Buyer has placed the highest bid at or above the Seller's reserve price. Only in a few exceptional circumstances is the Buyer allowed to retract a bid. For instance, if the Buyer cannot authenticate the identity of the Seller or if the Seller fails to meet the terms of the Seller's listing then the Buyer can retract the bid.
Bid Manipulation. Users may not intentionally manipulate the bidding process in any way. Sellers are strictly prohibited from manipulating the price of their listings by either bidding on their own listings or using a secondary account or third party to bid on the Seller's items. Sellers are also strictly prohibited from participating in bid siphoning. Bid siphoning is when a User emails other bidders in a different currently open auction, run by another Seller, in which the other auction is selling similar items. Bidders are also strictly prohibited from manipulating the bidding process in any way.
FactoryNetwork, Inc. may suspend or terminate the account of any User who engages in any form of Bid Manipulation. Any User who is found to have engaged in any type of fraudulent activity, in connection with our site, may have his account suspended or terminated, at any time, without notice. FactoryNetwork, Inc. also reserves the right to pursue any other remedies against the User permitted by law.
Fees. Becoming a Registered User of FactoryNetwork, Inc. is free. The fees for selling or buying items and other services offered on the FactoryNetwork, Inc. website are available at http://www.factorynetwork.com/feesandpaymentterms.asp, and are incorporated herein by reference. Users are responsible for paying all applicable taxes for the purchase or sale of all items or service transactions on our site. All fees are quoted in U.S. Dollars, unless otherwise stated, and are subject to change. FactoryNetwork, Inc. may, at our sole discretion, change, add or remove any of our services at any time.
User Information. User information includes any information provided by the User during the registration process, or during any other transaction on our site, including transactions with other Users, listing or bidding transactions. Users are solely responsible for the information provided to us or to other Users through our site. Any and all transactions that take place under a User's ID and password are the sole responsibility of the User. Users may not use their passwords for any unauthorized purposes or disclose their passwords to any third parties. FactoryNetwork, Inc. acts as a passive communications means for the publication and distribution of Users' information on our site. FactoryNetwork, Inc. reserves the right to take any action necessary with respect to information provided by any User, which we believe to be fraudulent, inaccurate, inappropriate, or for which such information could present a liability to FactoryNetwork, Inc..
As a User, you agree to grant FactoryNetwork, Inc. a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable right to exercise the copyright and publicity rights you have on your User information, in any media now known or not currently known, with respect to your User Information. This allows FactoryNetwork, Inc. to use the information provided to us by you, without violating any rights you have in that information.
User shall not violate any applicable national, international, state or local law, statute, ordinance, regulation or rule. User shall not buy or sell any asset that is not lawfully permitted to be purchased or sold in the United States, or exported from or imported into the United States. Information or material for which User does not have all necessary licenses and rights shall not be posted on or distributed through our web site or services by User. User shall not infringe on the rights of any third party, including without limitation, copyrights, patents, trademarks, trade secrets, rights of privacy or publicity, or other proprietary rights. Information or material. User shall in no way engage in any conduct considered to be unlawful, harassing, threatening, libelous, obscene, vulgar, defamatory, discriminating, or anticompetitive in nature.
User shall not knowingly provide false information or make any misrepresentations when using the FactoryNetwork, Inc. website or services. User shall in no way attempt to disguise the origin of information provided by User through the website or services. User shall in no way disrupt or interfere with any other User's use of the website or services. User shall in no way distribute or post any information or materials for unauthorized or unsolicited advertisements, sales, or communications.
User shall in no way attempt to disrupt or interfere with the computer systems associated with the FactoryNetwork, Inc. website or services. User shall not transfer, distribute, or post any file containing a computer virus, worm, cancelbot, trojan horse, time bomb, or other disruptive or damaging program intended to interfere with the normal operation of any system, or intercept information from the computer systems. User shall in no way attempt to gain unauthorized access to information or computer systems. User shall not copy, reproduce, sell, distribute, or exploit any information or materials available on the website for commercial purposes.
Privacy Policy. FactoryNetwork, Inc. will only use the information provided to us by Users in accordance with our Privacy Policy. Our privacy policy is available at http://www.factorynetwork.com/privacy.asp is incorporated herein by reference.
User Feedback System. A User-initiated feedback system has been established to help Users evaluate who they are dealing with. FactoryNetwork, Inc. cannot and does not authenticate the User information, therefor Users must be careful in dealing with other Users to avoid fraud. Users are encouraged to communicate directly with one another, in order to evaluate who they are dealing with.
Users may in no way attempt to undermine the integrity of the feedback system. All feedback ratings must be posted under the Users primary User ID. Users are prohibited from using third parties or secondary User IDs in order to leave positive feedback for themselves or negative feedback for other Users. Users are only permitted to leave negative feedback for actions that are within the scope of the auction. Users are not permitted to leave negative feedback against a User who fails to perform some action outside the scope of the auction. FactoryNetwork, Inc. may suspend a User's account if the User in any way attempts to undermine the integrity of the feedback system or if the User's feedback rating falls below negative three (-3) points.
System Performance. You may not attempt to compromise the integrity or performance of our web site in any way. Any person who attempts to overload our site in any way, or compromise the integrity of our web site, will be prosecuted to fullest extent permitted by law. FactoryNetwork, Inc. does not guarantee secure, continuous, or uninterrupted access to our website or services. The operation and performance of our website may be dependent on many factors that are outside of our control.
Breach of Agreement. If you breach this Agreement or we are unable to verify or authenticate any information you provide to us, we may suspend or terminate your membership immediately, along with any of your current auctions.
Disclaimer of Warranties. THE FACTORYNETWORK, INC. WEBSITE AND OUR SERVICES ARE PROVIDED ON AN "AS IS", "WHERE IS", "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. FACTORYNETWORK, INC. SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FACTORYNETWORK, INC. DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL MEET THE USER'S REQUIREMENTS OR THAT THE INFORMATION OR RESULTS OBTAINED WILL BE ACCURATE OR RELIABLE. FACTORYNETWORK, INC. MAKES NO WARRANTY THAT THE WEBSITE OR SERVICES WILL BE TIMELY, SECURE OR ERROR FREE, OR THAT DEFECTS IN OUR WEBSITE WILL BE CORRECTED. FACTORYNETWORK, INC. MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM FACTORYNETWORK, INC. OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limit of Liability. IN NO EVENT SHALL FACTORYNETWORK, INC. BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE OR SERVICES, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR SERVICE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR MODIFICATIONS TO USER'S INFORMATION. IN NO EVENT SHALL THE TOTAL LIABILITY OF FACTORYNETWORK, INC. TO A USER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, HOWEVER ARISING, INCLUDING NEGLIGENCE, EXCEED ONE HUNDRED DOLLARS ($100.00).
Relationship. FactoryNetwork, Inc. and User are independent contractors. No partnership, agency, joint venture, franchisor-franchisee, employee-employer or relationship is intended or created by this Agreement.
Notices. Except as explicitly stated otherwise, any notices from User to FactoryNetwork, Inc. shall be given by email to legal@factorynetwork.com and by certified mail, return receipt requested, to FactoryNetwork, Inc., 9423 Montgomery Road, Cincinnati, Ohio, 45242 or to such other address as may be designated from time to time. Notices from FactoryNetwork, Inc. to User shall be given by email to the email address you provide to FactoryNetwork, Inc. during the registration process, or such other address as the party shall specify. FactoryNetwork, Inc. may also give User notice by certified mail, return receipt requested, to the address provided by User to FactoryNetwork, Inc. during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. In the case of certified mail, notice shall be deemed given 3 days after the date of mailing.
Resolution of Disputes. Any controversy or claim arising out of or relating to this Agreement or User's use of the website or services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Cincinnati, Ohio, and judgement on the arbitration award may be entered into any court having jurisdiction thereof. Either User or FactoryNetwork, Inc. may seek any interim or preliminary relief from a court of competent jurisdiction in Cincinnati, Ohio necessary to protect the rights or property of User or FactoryNetwork, Inc. pending the completion of arbitration.
Laws. You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our website and services. These Terms and Conditions shall be governed in all respects by the laws of the State of Ohio. 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. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
Disclosures. The services hereunder are offered by FactoryNetwork, Inc., located at 9423 Montgomery Road, Cincinnati, Ohio 45242. If you are a Ohio resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
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