Terms of Use
These
Terms of Use describe the terms and conditions applicable to your
access and use of the website Weboptimarket.com
(a ‘Site’)
belonging
to company
OLM
INC LP with its registered office located at Suite 1, 4 Queen Street,
Edinburgh, Scotland, UK, EH3 1JE.
This document is a legally binding agreement between you as the user(s) of the Site (referred to as ‘you’, ‘your’ or ‘User’ hereinafter) and the OLM INC LP legal entity (referred to as ‘we’, ‘our’ or ‘OLM’ hereinafter).
Application and Acceptance of the Terms
1.1
Your use of the Site and its services, software and products
(collectively the as the ‘Services’
hereinafter) is subject to the terms and conditions contained in this
document as well as the Privacy Policy and any other rules and
policies of the Site that it may publish from time to time. This
document and such other rules and policies of the Site are
collectively referred to below as the ‘Terms’.
By accessing the Site or using its Services, you agree to
accept and be bound by the Terms. Please do not use the
Services or the Sites if you do not accept all of the Terms.
1.2
You may not use the Services and may not accept the Terms if (a) you
are not of legal age, or (b) you are not permitted to receive any
Services under the laws of Scotland or other countries / regions
including the country / region in which you are resident or from
which you use the Services.
1.3 You acknowledge and agree that OLM
may amend any Terms at any time by posting the relevant amended and
restated Terms on the Sites. By continuing to use the Services
or the Sites, you agree that the amended Terms will apply to you.
1.4
If the Site has posted or provided a translation of the English
language version of the Terms, you agree that the translation is
provided for convenience only and that the English language version
will govern your uses of the Services or the Sites.
1.5 You may be
required to enter into a separate agreement, whether online or
offline, with OLM or our affiliate for any Service (‘Additional
Agreements’).
If there is any conflict or inconsistency between the Terms and
an Additional Agreement, the Additional Agreement shall take
precedence over the Terms only in relation to that Service concerned.
1.6 The Terms may not otherwise be modified except in
writing by an authorized officer of OLM.
2. Provision of Services
2.1 The Site’s contracting entity that you are contracting with is OLM INC LP with its registered office located at Suite 1, 4 Queen Street, Edinburgh, Scotland, UK, EH3 1JE.
2.2 You must register as a member on the Site in order to access and use some Services.
2.3
Services (or any features within the Services) may vary for different
regions and countries. No warranty or representation is given that a
particular Service or feature or function thereof or the same type
and extent of the Service or features and functions thereof will be
available for Users. OLM may in our sole discretion limit, deny or
create different level of access to and use of any Services (or any
features within the Services) with respect to different Users.
2.4
OLM 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 paying Users in enjoying that
Service.
3. Users
3.1
As a condition of your access to and use of the Sites or Services,
you agree that you will comply with all applicable laws and
regulations when using the Sites or Services.
3.2 You agree to use
the Sites or Services solely for your own private and internal
purposes. 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 OLM, or otherwise
commercially exploiting the Site Content. Systematic retrieval of
Site Content from the Sites 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 OLM is prohibited. Use of any content
or materials on the Sites for any purpose not expressly permitted in
the Terms is prohibited.
3.3 You must read our Privacy Policy
which governs the protection and use of personal information about
Users in the possession of OLM. You accept the terms of the Privacy
Policy and agree to the use of the personal information about you in
accordance with the Privacy Policy.
3.4 OLM 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), API or otherwise to such third parties' web sites. You
are cautioned to read such web sites' terms and conditions and/or
privacy policies before using the Sites. You acknowledge that OLM has
no control over such third parties' web sites, does not monitor such
web sites, and shall not be responsible or liable to anyone for such
web sites, or any content, products or services made available on
such web sites.
3.5 You agree not to undertake any action to
undermine the integrity of the computer systems or networks of OLM
and/or any other User nor to gain unauthorized access to such
computer systems or networks.
3.6 You agree not to undertake any
action which may undermine the integrity of OLM’s feedback system,
such as leaving positive feedback for yourself using secondary Member
IDs or through third parties or by leaving unsubstantiated negative
feedback for another User.
3.7 By posting or displaying any
information, content or material (‘User Content’) on the Site or
providing any User Content to OLM or our representative(s), you grant
an irrevocable, perpetual, worldwide, royalty-free, and
sub-licensable (through multiple tiers) license to OLM to display,
transmit, distribute, reproduce, publish, duplicate, adapt, modify,
translate, create derivative works, 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 and for any purpose which may be
beneficial to the operation of the Site, the provision of any
Services and/or the business of the User.
4. Member Accounts
4.1
User must be registered on the Site to access or use some Services (a
registered User is also referred to as a ‘Member’
below).
4.2 Upon registration on the Sites, OLM shall assign an
account and issue a member ID and password (the latter shall be
chosen by a registered User during registration) to each registered
User. An account may have a web-based email account with limited
storage space for the Member to send or receive emails.
4.3 A set
of Member ID and password is unique to a single account. Each Member
shall be solely responsible for maintaining the confidentiality and
security of your Member ID and password and for all activities that
occur under your account. No Member may share, assign, or permit the
use of your Member account, ID or password by another person outside
of the Member’s own business entity. Member agrees to notify the
OLM immediately if you become aware of any unauthorized use of your
password or your account or any other breach of security of your
account.
4.4 Member agrees that all activities that occur under
your account (including without limitation, posting any company or
product information, clicking to accept any Additional Agreements or
rules, subscribing to or making any payment for any services, sending
emails using the email account or sending SMS) will be deemed to have
been authorized by the Member.
4.5 Member 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 the Site. Member shall indemnify OLM,
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 of your account.
Member also agrees that in case of the multiple use of your account
or Member’s failure to maintain the security of your account, OLM
shall not be liable for any loss or damages arising from such a
breach and shall have the right to suspend or terminate Member’s
account without liability to Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that (a) have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) use the Sites and Services for business purposes only; and (c) the address provided when registering is the principal place of business of the business entity.
5.2
Member will be required to provide information or material about your
entity and business as part of the registration process on the Sites
or your use of any Service or the member account. Each Member
represents, warrants and agrees that (a) such information and
material whether submitted during the registration process or
thereafter throughout the continuation of the use of the Sites or
Service 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.
5.3 Upon becoming a Member,
you consent to the inclusion of the contact information about you in
our Database and authorize OLM and our affiliates to share the
contact information with other Users or otherwise use your personal
information in accordance with the Privacy Policy.
5.4 Each
Member further represents, warrants and agrees that the User Content
that you submit, post or display shall:
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 applicable laws and regulations (including without
limitation those governing export control, consumer protection,
unfair competition, or false advertising) or promote any activities
which may violate any applicable laws and regulations;
f)
not contain any link directly or indirectly to any other web Sites
which includes any content that may violate the Terms.
5.6
Each Member further represents, warrants and agrees that you
shall/are:
a) carry on your activities on the Site in compliance
with any applicable laws and regulations;
b) conduct your business
transactions with other users of the Sites in good faith;
c) carry
on your activities in accordance with the Terms and any applicable
Additional Agreements;
d) not use the Services or Site to defraud
any person or entity (including without limitation sale of stolen
items, use of stolen credit/debit cards);
e) not impersonate any
person or entity, misrepresent yourself or your affiliation with any
person or entity;
f)
not engage in spamming or phishing;
g) not engage in any other
unlawful activities or encourage or abet any unlawful activities;
h)
not involve attempts to copy, reproduce, exploit or expropriate OLM’s
various proprietary directories, databases and listings;
i)
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;
j) not engage in any activities that
would otherwise create any liability for OLM or our affiliates.
5.7
Member may not use the Services and member account to engage in
activities which are identical or similar OLM’s e-commerce
marketplace business.
5.8 Member agrees to provide all necessary
information, materials and approval, and render all reasonable
assistance and cooperation necessary for OLM’s provision of the
Services, evaluating whether Member has breached the Terms and/or
handling any complaint against the Member. 5.9 Member
acknowledges and agrees that OLM shall not be required to actively
monitor nor exercise any editorial control whatsoever over the
content of any message or material or information created, obtained
or accessible through the Services or Sites.
5.11 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
6. Breaches by Members
6.1
OLM reserves the right in our sole discretion to remove, modify or
reject any User Content that you submit to, post or display on the
Sites which we reasonably believe is unlawful, violates the Terms, or
is otherwise found inappropriate in OLM’s opinion.
6.2 If any
Member breaches any Terms, or if OLM has reasonable grounds to
believe that a Member is in breach of any Terms, OLM shall have the
right to take such disciplinary actions as it deems appropriate.
6.3
OLM 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.
6.5 If a Member is in breach of the Terms, OLM also reserves the right to publish the records of such breach on the Site.
7. Transactions
7.1 Through the Sites, OLM provides electronic web-based platforms for purchasing the Goods advertised on the Site.
7.2 All purchase/sales transactions shall be governed by the relevant agreements entered into with OLM. The draft agreements can be found on the Site.
8. Limitation of Liability
8.1
Any material downloaded or otherwise obtained through the Sites is
done at each User's sole discretion and risk and each User is solely
responsible for any damage to the computer system or loss of data
that may result from the download of any such material.
8.2 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.
8.3 Each User hereby
agrees to indemnify and save the Site, 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 use of the Sites or Services (including
but not limited to the display of such User's information on the
Sites) or from your breach of any of the terms and conditions of the
Terms.
8.4 Each User hereby further agrees to indemnify and save
the Site, 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 products offered or
displayed on the Sites.
8.5
The Site 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.
a) the use or the inability
to use the Sites or Services;
b) violation of third party rights
or claims or demands that User's manufacture, importation, export,
distribution, offer, display, purchase, sale and/or use of products
or services offered or displayed on the Sites may violate or may be
asserted to violate third party rights;
d)
unauthorized access by third parties to data or private information
of any User;
e) statements or conduct of any User of the Sites;
or;
f) any matters relating to Services however arising, including
negligence.
8.6 Notwithstanding any of the foregoing provisions,
the aggregate liability of the Site, our employees, agents,
affiliates, representatives or anyone acting on our behalf with
respect to each User for all claims arising from the use of the Sites
or Services during any calendar year shall be limited to the greater
of (a) the amount of fees the User has paid to the Site or our
affiliates during the calendar year and (b) the maximum amount
permitted in the applicable law. The preceding sentence shall not
preclude the requirement by the User to prove actual damages. All
claims arising from the use of the Sites or Services must be filed
within one (1) year from the date the cause of action arose or such
longer period as prescribed under any applicable law governing this
Term of Use.
9. Force Majeure
9.1 Under no circumstances shall OLM be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our 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.
10. Intellectual Property Rights
10.1 The Site is the sole owner or lawful licensee of all the rights and interests in the Sites and the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with the Site, our affiliates or licensors of the Site Content, as the case may be.
10. The Site may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers).
11. Notices
11.1
All legal notices or demands to or upon the Site shall be made in
writing and sent to OLM personally, by courier, certified mail, or
email. The relevant addresses can be found on the Contact page of the
Site. The notices shall be effective when they are received by OLM in
any of the above-mentioned manner.
11.2 The Site is able to
demonstrate that communication, whether in physical or electronic
form, has been sent to such User, or immediately upon the Site
posting such notice on an area of the Sites that is publicly
accessible without charge.
11.3 You agree that all agreements,
notices, demands, disclosures and other communications that the Site
sends to you electronically satisfy the legal requirement that such
communication should be in writing.
12. General Provisions
12.1
Subject to any Additional Agreements, the Terms constitute the entire
agreement between you and OLM with respect to and govern your use of
the Site and its Services, superseding any prior written or oral
agreements in relation to the same subject matter herein.
12.2 OLM
you are independent contractors, and no agency, partnership, joint
venture, employee-employer or franchiser-franchisee relationship is
intended or created by the Terms.
12.3 If any provision of the
Terms is held to be invalid or unenforceable, such provision shall be
deleted and the remaining provisions shall remain valid and be
enforced.
12.4 Headings are for reference purposes only and in no
way define, limit, construe or describe the scope or extent of such
section.
12.5 OLM’s 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 OLM’s right to
act with respect to subsequent or similar breaches.