Free Membership Agreement
New version - updated on May 6th, 2020 and effective as of May 6th, 2020
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION
- ACCEPTANCE OF TERMS
1.1 WELCOME TO Usinelab.COM'S FREE SERVICE (the "SERVICE"). The following sets forth the terms and conditions of the Usinelab.com Free Membership Agreement (this "Agreement") between you (“Member”) and the Usinelab.com. Usinelab.com offers you access to and use of the Service through the websites, mobile sites, mobile applications and other portals owned, operated, branded or made available by Usinelab.com to you.
1.2 Usinelab.com may amend this Agreement at any time by posting the amended and restated Agreement on the Sites. The amended and restated Agreement shall be effective immediately upon posting. Posting by Usinelab.com of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms.
- THE SERVICE
2.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.
2.2 Usinelab.com may suspend or terminate all or part of the above Free Member Benefits at any time in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination. Usinelab.com reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.
2.3 Benefits, features and functions available to a Member may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.
2.4 Usinelab.com shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all use of and activities that occur under the Member ID and Password (whether such use or activities are authorized or not). A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person, even to other individuals within the Member's own business entity (where applicable). Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), may cause irreparable harm to Usinelab.com and each Member shall indemnify Usinelab.com against any loss or damages (including but not limited to loss of profits) suffered by Usinelab.com as a result of such multiple use of an Account. Each Member hereby undertakes to notify Usinelab.com immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Usinelab.com shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.
2.5 Usinelab.com reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Usinelab.com further reserves the right but shall not be obliged to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service.
2.6 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Usinelab.com be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any losses or damages (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.
- MEMBER RESPONSIBILITIES
3.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Usinelab.com and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to Usinelab.com to display and use all information provided by such Member 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. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
3.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Sites shall not:
- a) 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;
- b) be part of a scheme to defraud other Members or other users of the Sites or for any other unlawful purpose;
- c) 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 and privacy or other legitimate rights;
- d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
- e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- f) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
- g) contain information that is 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;
- h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- i) 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;
- j) involve any attempt to copy/duplicate/utilize the content includes but not limited to database, proprietary directory and list by Usinelab.
- k) 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; and
- l) involve any scheme to undermine the integrity of the computer systems or networks used by Usinelab.com and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;
- n) otherwise create any liability for Usinelab.com or its affiliates.
3.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from such referee to (a) act as such Member's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees.
3.4 Member shall not take any action which may undermine the integrity of Usinelab.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.
3.5 Each Member acknowledges and agrees that Usinelab.com reserves the right to, but shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. Usinelab.com does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member 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.
3.6 Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Sites or provides to Usinelab.com or authorizes Usinelab.com to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Sites or provides to Usinelab.com or authorizes Usinelab.com to display.
- TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS
4.1 Through the Sites, Usinelab.com provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. Usinelab.com reserves the right to limit certain features and functions of the platform to prescribed Members. Despite the provision of the platform through the Sites, Usinelab.com does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Sites. Usinelab.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
4.2 Member agrees to provide all information and materials as may be reasonably required by Usinelab.com in connection with its transactions made via the transactional platform on the Sites. Usinelab.com has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.
4.3 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify Usinelab.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 dispute or the transaction.
- LIMITATION OF LIABILITY
5.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND USINELAB.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 OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
5.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, USINELAB.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES.
5.3 Any material downloaded or otherwise obtained through the access to or use of the Sites or Service is done at each Member's sole discretion and risk and each Member is solely responsible for any damage to its computer system or any loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from Usinelab.com or through or from the Service shall create any warranty not expressly stated in this Agreement.
5.4 The Sites 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 Usinelab.com or its affiliates be held liable for any such services or products.
5.5 Under no circumstances shall Usinelab.com be held liable for an delay or failure or disruption of the Service accessed or delivered through the Sites or the creation or fulfilment of contracts 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 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.
5.6 To the extent permitted by law, Usinelab.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:
- a) the use or the inability to use the Service;
- b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Sites;
- c) unauthorized access by third parties to data or private information of any Member;
- d) statements or conduct of any user of the Sites; or
- e) any other matter relating to the Sites or Service however arising, including negligence.
- INTELLECTUAL PROPERTY RIGHTS
6.1 Usinelab.com is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with Usinelab.com, its affiliates or licensors, as the case may be. All rights not otherwise claimed under this Agreement or by Usinelab.com are hereby reserved.
7.2 Usinelab.com and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
7.3 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.
7.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
7.5 Usinelab.com's failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive Usinelab.com's right to act with respect with subsequent or similar breaches.
7.6 Usinelab.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 Usinelab.com). The Member may not assign, in whole or part, this Agreement to any person or entity.
7.7 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.