This Agreement sets forth the terms and conditions governing your access to and use of Oceanbuyer.com's website, services and any information, products, software, services and features made therein (the "Services"). Among other things, this Agreement describes your responsibilities and limits our liability. Please read it carefully before submitting a registration form.
We may amend this Agreement at any time by posting the amended terms on our web site. The amended terms shall automatically be effective 10 days after they are initially posted on our web site. This Agreement may not be otherwise amended except in a writing signed by both parties. This Agreement was last revised on 18 April, 2000.
1. License; Restrictions on Use
a. To become a Subscriber, you must submit a registration form, which you can access by hitting "Register" above. By submitting the registration form, you are representing that the information on the form regarding the Subscriber is true and that you have the authority to submit such registration form on behalf of such Subscriber. The Subscriber agrees to apprise us, via email, of any changes in the information set forth in the registration form. We may refuse, in our sole discretion, to register you for any reason.
b. You are granted a nonexclusive, non-transferable, limited license to access and use the Services in accordance with this Agreement. Your use of the Services is governed solely by this Agreement, regardless of whether such use is in connection with or otherwise related to your use of our web site.
c. All right, title, and interest (including all copyrights and other intellectual property rights) in the Services (in both print and machine-readable forms) belong to Oceanbuyer.com. You acquire no proprietary interest in the Services. You may not remove or obscure the copyright notice or other notices contained in information, products, and software retrieved from our web site.
d. You and other third parties with access to our web site may use our web site to distribute, display, transmit or publish, via electronic mail, bulletin board posting or otherwise, information, materials or other works of authorship to other users of the Services ("Postings"). You will ensure that all Postings made, distributed, displayed, transmitted or published by you comply with all requirements established and published by Oceanbuyer.com herein and elsewhere on our web site, as well as with all applicable laws, rules and regulations. Postings may not infringe or otherwise violate the rights of Oceanbuyer.com or any third parties, including but not limited to intellectual property and other ownership rights (including copyrights and trademarks), privacy rights, and publicity rights. All Postings must be in good taste and shall not contain any profanity, vulgarity, pornography or other content that may be reasonably considered offensive
e. Oceanbuyer.com is allowing Postings to facilitate the exchange of information between you and other businesses. Oceanbuyer.com does not hold itself out as a publisher with respect to Postings by you or any other users of our web site. Accordingly, Oceanbuyer.com does not represent that it will read and/or otherwise screen Postings for content or compliance with this Agreement. Oceanbuyer.com does reserve the right to utilize screening software and to block or remove any Postings that it is made aware of via this screening software, complaint, or otherwise and that it believes, in its sole discretion, to violate the terms, conditions, or spirit of this Agreement; however, Oceanbuyer.com does not guarantee that it will so block or remove any or all such Postings.
f. Except with respect to products or services expressly designated as otherwise, the Internet, and our web site as an Internet-based service, is an open environment and therefore unsecure (i.e. third parties may be able to read your mail or otherwise monitor your actions). You will refrain from including in any Postings or otherwise disclosing on or in connection with your use of our web site any confidential information, except in connection with use of products or services expressly designated as "secure".
g. By making Postings on our web site you grant to Oceanbuyer.com a perpetual, royalty-free, fully paid-up world-wide license to use, distribute, sublicense, lease and market (directly or indirectly through agents and distributors), display, perform, modify and have modified, reproduce, copy and have copied, publish and prepare derivative works thereof in any form and format and in any media in existence or hereinafter developed, the Postings and any and all information contained therein.
h. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sublicense or create derivative works from our web site, which includes the information and software made available therein. You may not copy, modify, reproduce, republish, distribute, transmit or use for commercial or public purposes our web site or any information contained therein, except to the extent required in order for you to use our web site in the manner expressly intended by Oceanbuyer.com. You may not use or otherwise export or re-export our web site or any information contained therein in violation of the export control laws and regulations of the United States of America.
i. There is not necessarily a relationship between Oceanbuyer.com and the third party owners of any websites accessible through hot links in our web site and those third party owners and their licensees retain all right, title and interest (including all copyrights and other intellectual property rights) in such third party websites and the materials available therein.
j. You may provide hot links to our web site from locations outside our web site provided (a) you link only to the home page www.Oceanbuyer.com, (b) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice or other notices in our web site, (c) you give Oceanbuyer.com notice of such link by sending an e-mail message to info@Oceanbuyer.com.co.uk and (d) you discontinue providing hot links to our web site if notified by Oceanbuyer.com.
2. The Services
Upon acceptance of the Subscriber's application for registration, Oceanbuyer.com shall provide the Services, subject to the terms and conditions of this Agreement.
a. Oceanbuyer.com acts solely as the venue for buyers to conduct auctions and for bidders to bid at buyer's auctions. Oceanbuyer.com is not involved in the actual transaction between buyers and suppliers. As a result, Oceanbuyer.com has no control over the quality, safety or legality of the items or services offered by bidders, the truth or accuracy of the listings, the ability of suppliers to sell items or deliver services or the ability of buyers to buy items or services. Oceanbuyer.com cannot and does not control whether or not suppliers will complete the sale of items or services they bid on or buyers will complete the purchase of items or services they request.
b. Oceanbuyer.com cannot and does not confirm that each user is who they claim to be. We encourage you to communicate directly with a trading partner to help you evaluate with whom you are dealing. If you have any concerns about your trading partner, please consider the use of a third party escrow service or services that provide additional user verification.
c. For legal reasons, we cannot nor do we try to control the information provided by other users which is made available through our system. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabelled or deceptively labelled.
3. Use of Oceanbuyer.com Services.
a. Bidding and Buying. As a bidder, if your bid is accepted by the buyer, you are obligated to complete the transaction. Bids are not retractable. As a buyer, if you accept bids, then you are obligated to complete the transaction with the bidder, unless there is an exceptional circumstance, such as; (x) the supplier fails to meet the terms of your listing, or (y) you cannot authenticate the identity of the supplier.
b. Listing and Selling. Listings are text descriptions, graphics and pix on Oceanbuyer.com's web site supplied by you that either; (a) textually describe the item you are listing for auction, or (b) link to the text, graphics and picture(s) describing the item or services you are offering. You may post on Oceanbuyer.com's site either or both of these listing types.
c. Suspension or Termination of Account. Without limiting any other remedies, Oceanbuyer.com may suspend or terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.
d. No Price Manipulation. Neither suppliers nor buyers may manipulate the price of any item or service, either by using a shill (a secondary account or third party) or (in the case of buyers) by bidding themselves.
e. System Integrity. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of our web site or any auction being conducted on our web site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose.
f. Security. You are responsible for keeping your user name and password confidential. Once we have allocated you a user name and password only you and your employees are permitted to use it. If you discover that another party has gained access using your user name and password, you should notify Oceanbuyer.com immediately at info@Oceanbuyer.com and Oceanbuyer.com will issue you a new user name and password.
4. Fees and Payments.
Joining Oceanbuyer.com is free. Our then-current Fees and Credit Policies for selling items on our web site are available at Fees and Credit Policies and are incorporated herein by reference. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all applicable taxes and for all hardware, software, service and other costs you incur to bid, buy, reproduce a listing from us or access our servers. Oceanbuyer.com may in our sole discretion add, delete or change some or all of our services at any time. Subscribers acting as buyers only are not subject to fees for Oceanbuyer.com services.
a. Posting Feedback. The Services include a provision for your submitting feedback on the services you have received through the web site. Because the feedback forms an important part of the Services and will be relied upon by other users, you agree to base your feedback only on your direct experience, to be accurate in your feedback and not to include any information that may be offensive or illegal. You agree to indemnify Oceanbuyer.com for any for any violation of this Section.
b. May Note Undermine Feedback. You may not take any actions which may undermine the integrity of the feedback system, such as: leaving positive feedback for yourself using secondary User IDs or third parties; leaving negative feedback for other users using secondary accounts or third parties; or leaving negative feedback if a user fails to perform some action that is outside the scope of the auction.
c. No Use of Feedback Rating. Because feedback ratings are not designed for any purpose other than for facilitating trading between Oceanbuyer.com users, we may suspend or terminate your account if you choose to market or promote your Oceanbuyer.com feedback rating in any venue other than Oceanbuyer.com.
6. Intellectual Property Rights
a. Ownership. Oceanbuyer.com (and its suppliers) retains sole ownership of all right, title and interest in and to the Services and the Oceanbuyer.com web site, including all literary, musical, pictorial, graphic, animation, software and all other elements contained therein.
b. Confidentiality. The Subscriber acknowledges that, in the course of its using the Services, the Subscriber shall receive certain non-public information provided by other Subscribers, buyers, suppliers and suppliers. The Subscriber agrees to keep such information confidential and shall not disclose such information, in whole or in part, to any person other than its representatives. Such information shall be used by the Subscriber solely in connection with evaluating bids or contacting prospective buyers or suppliers and shall not be used in any other manner or for any purpose detrimental to the party who has disclosed such information.
The Subscriber agrees to pay, indemnify, and hold Oceanbuyer.com (and its directors, officers, employees and agents) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to (a) any third-party claim, action or allegation of infringement misappropriation, or violation of copyright or other proprietary rights of any third party or based on any content submitted by the Subscriber, (b) any breach of this Agreement by the Subscriber, or (c) any third-party claim, action or allegation brought against Oceanbuyer.com arising out of or relating to a dispute between Subscriber and any other subscribers.
8. Termination of Agreement
a. If the Subscriber breaches any of the terms or conditions of this Agreement, Oceanbuyer.com may immediately terminate this Agreement by giving notice of such termination to the Subscriber.
b. The Subscriber may terminate this Agreement by providing 30 days advance notice to Oceanbuyer.com, so long as the Subscriber does not have any bids or purchase order forms outstanding as of the date of termination.
9. Warranty DisclaimerTHE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND Oceanbuyer.com AND EACH THIRD PARTY SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Limitation of Liability
a. A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from the Services or our web site, including but not limited to any Postings, (b) any third party websites or content therein directly or indirectly accessed through hot links in our web site, including but not limited to any errors in or omissions there from, (c) the unavailability or interruption of the Services or our web site or any portion thereof, (d) your use of the Services or our web site (regardless of whether you received any assistance from a Covered Party in using the Services or our web site), (e) your use of any equipment or software in connection with the Services or our web site, (f) the content of the Services or our web site, including but not limited to any Postings, (g) blocking, removal or the failure to block or remove Postings, or (h) any delay or failure in performance.
b. "Covered Party" means Oceanbuyer.com, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of Oceanbuyer.com or its affiliates.
c. THE AGGREGATE LIABILITY OF A COVERED PARTY IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO OUR WEB SITE SHALL NOT EXCEED THE LESSOR OF (i) THE AMOUNT PAID BY YOU TO Oceanbuyer.com FOR ACCESS TO AND USE OF THE SERVICES OR OUR WEB SITE (EXCLUDING ACCESS TO AND USE OF THE ONLINE SERVICES AND MATERIALS) OVER THE PAST TWELVE (12) MONTHS, OR (ii) £200. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT YOU MAY HAVE AGAINST ANY COVERED PARTY.
d. THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), LOST PROFITS OR LOST SAVINGS IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SERVICES OR OUR WEB SITE, INCLUDING POSTINGS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.
12. No Agency or Partnership.
The parties are independent contractors and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
11. Notices.Any notice shall be given by e-mail, if to the Subscriber, to the e-mail address provided on the registration form or such other address provided by the Subscriber to Oceanbuyer.com and, if to Oceanbuyer.com, to info@Oceanbuyer.com notice shall be deemed given 6 hours after the sending of the e-mail (unless the sender receives a response indicating that the message was undeliverable).
a. Oceanbuyer.com may suspend or discontinue providing the Services or our web site to you with or without cause and without notice. Oceanbuyer.com may pursue any other remedy legally available to it if you fail to comply with any of your obligations hereunder.
b. The failure of Oceanbuyer.com to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
c. You may not assign your rights or delegate your duties under this Agreement.
d. The parties are independent contractors and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
e. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as they apply to agreements made and solely performed therein.
f. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration conducted before one arbitrator who is knowledgeable in computer and cyberspace law. The site of any such arbitration will be in Scotland. The arbitration will be conducted in accordance with the then applicable Commercial Arbitration Rules of Scottish Law. The award rendered by the arbitrator will be binding and conclusive on the parties and judgment upon such award may be entered in any court having jurisdiction thereof. Each party will bear its own costs and expenses, including fees and expenses of counsel, associated with the arbitration. The arbitrator will not be empowered to award punitive damages to either party.
g. This Agreement, including the Additional Terms, constitute the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter hereof are superseded and canceled in their entirety.
h. If any provision hereof is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and this Agreement will in any event remain valid and enforceable.
i. Oceanbuyer.com shall not be liable for any failure to perform its obligations under this Agreement if such failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic or communications failure).