(470) 231-7278 info@partworks.com

PartWorks Terms of Use

 

We welcome you to the PartWorks website, partworks.com (the “Website”). The Website is operated by PartWorks,LLC. (“PartWorks”, “we”, or “us”), located at 6100 Emmanuel Dr., SW, Atlanta, GA 30336.

SERVICES

Through the Website, you can obtain information about our services, request a quotation through our online quoting tools, place orders for products and receive such other services as we may offer from time to time (collectively the “Services”). Your access to and use of the Website and the Services are subject to the following terms and conditions (“Website Terms of Use”) and all applicable laws.

YOUR CONSENT

Please take a few minutes to review these Website Terms of Use before using the Website. Your use of the Website is conditioned upon your acceptance of and compliance with these Website Terms of Use, the Online Privacy Policy, the Standard Terms & Conditions (as applicable) and other notices and “click through” agreements that we may establish and post from time to time, all of which are hereby incorporated by reference. By visiting or browsing the Website, or using the Services, you accept, without limitation or qualification, these Website Terms of Use. If you do not agree to these Website Terms of Use, you may not access or use the Website or the Services.

MODIFICATIONS

We reserve the right to update or modify these Website Terms of Use at any time, without prior notice, by posting any such revised version of these Website Terms of Useon the Website. Your continued use of the Website after we have posted the revised Website Terms of Use constitutes your agreement to be bound by the revised Website Terms of Use.

OWNERSHIP

Content

Unless otherwise indicated, the Website and Services together with their design, text, content, and other matters related to the Website and Services (“Content”) are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) laws, and all rights therein are the property of PartWorks, or third parties who have granted us permission to use their content. Except as otherwise provided herein, none of the Content may be used, copied, reproduced, distributed, republished, downloaded, modified, reverse engineered, displayed, posted or transmitted in any form or by any means, without our express prior written permission. We grant you permission to lawfully access and use the Website to upload models, display, download, and archive and print, portions of the Website on a temporary basis for your individual use, provided you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials.

Trademarks and Service Marks

All PartWorks’ logos, product names, page headers, custom graphics, button icons, trademarks, service marks and logos appearing on the Website, unless otherwise noted, are service marks, trademarks (whether registered or not) and/or trade dress of PartWorks (the “Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated on the Website are the property of their respective owners. You are not authorized to display or use the Marks in any manner without our prior written permission. The use or misuse of the Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.

Your Models

You represent and warrant that you own or have the right to submit the design, drawing, model or prototype (“Model”) to PartWorks (whether submitted through the Website or otherwise) for the purpose of obtaining Services. Accordingly, you represent and warrant that any Model submitted to PartWorks does not infringe the intellectual property rights of any third party, and that you have the right to create reproductions and derivative works of the Model. You hereby grant PartWorks a non-exclusive, transferable license to copy, modify, and use each Model that you submit through the Website solely for the purpose of providing the Services you have requested. In the event that you modify contact information related to a Model, you further agree that you: a) areauthorized or have authorized a person to modify contact information; b) have accurately entered all such contact information; c) you are solely responsible for the consequences of any errors in the entry of contact information; and d) you are solely responsible for all use of theWebsite by anyone you designate to have access to such Models, including any changes made to Models.

Your Parts

You represent and warrant that you own or have the right to provide any part (“Part”) to PartWorks for the purpose of obtaining PartWorks’ reproduction services. Accordingly, you represent and warrant that any Part provided to PartWorks does not infringe the intellectual property rights of any third party, and that you have the right to create reproductions and derivative works of the Part. You hereby grant PartWorks a non-exclusive, transferable license to scan, reverse engineer, copy, modify, and use a Model of any Part that you share with PartWorks solely for the purpose of providing the services you have requested.

PartWorks’ Right To Cease Performance

Upon receiving notice that a Model or Part submitted to PartWorks by you allegedly infringes a third party’s intellectual property rights, PartWorks may immediately cease the manufacture and/or delivery of any products related to the Model or Part and may cease any related services. The cessation of the manufacture or delivery of products on this basis shall not affect your financial obligations with respect to the products and payment therefor.

PAYMENT AND FEES

You agree to pay all fees and any other charges incurred by you (including any applicable taxes) for the Services you have requested through the Website in accordance with the quote and General Terms and Conditions (as applicable).

HYPERLINK DISCLAIMER

The Website may contain links to other websites maintained by PartWorks or unrelated third parties. A link to a third party’s website does not mean that we approve, endorse or accept any responsibility for that website, or the use of products and services available through such website. We do not make any representations, or give any warranties, expressed, implied, or otherwise about third party websites.

DISCLAIMERS

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS WEBSITE OR ITS CONTENTS, INCLUDING ANY QUOTES,PRODUCTS, OR SERVICES YOU RECEIVE FROM THIS WEBSITE, WHICH ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO YOUR USE OF THIS WEBSITE INCLUDING ANY PRODUCTS OR SERVICES PROVIDED THROUGH THE SITE. WE DO NOT WARRANT THAT THIS WEBSITE, ITS SERVERS OR EMAIL SENT FROM US WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING WITHOUT LIMITATION ANY MODELS SUBMITTED BY YOU WHEN YOU REQUEST A QUOTE.

The information and all other materials on this Website are provided for general information purposes only and do not constitute professional advice. It is your responsibility to evaluate the accuracy and completeness of all information available on the Website or any website with which they are linked.

EXCLUSION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTWORKS AND ITS PARENT, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, CONTRACTORS, SUCCESSORS AND ASSIGNS, HEREBY EXCLUDES AND DISCLAIMS LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR THE SERVICES. YOU ASSUME ALL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR AGGREGATE LIABILITY (AND ANY OTHER PERSON OR ENTITY WHOSE LIABILITY

WOULD OTHERWISE HAVE BEEN LIMITED) FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED THE AMOUNT OFFEES PAID TO PARTWORKS FOR THE SERVICES IN THE PREVIOUS 30 DAYS.

Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Website Terms of Use may not apply to you.

YOUR OBLIGATIONS

You represent that you are at least 18 years old. You agree to provide true, accurate, current and complete information about yourself. You agree to use the Website in a manner consistent with any and all applicable laws, rules, regulations, and these Website Terms of Use. You agree not to upload or transmit through the Website any computer viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or

disrupt the normal operating procedures of a computer. Your account, including your user name and password, are personal to you and may not be used by anyone else. You are responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities that occur under your user name or password by you or by anyone else using your user name and password, whether or not authorized by you. You will immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password (contact us at help@partworks.com) and until we are so notified you will remain liable for any unauthorized use of your account. Any unauthorized modification, tampering or change of any information, or any interference with theavailability of or access to this Website is strictly prohibited. PartWorks reserves all rights and remedies available to it. You agree to indemnify, release and hold us harmless as well as our officers, directors, agents, representatives and employees from any claim, liability, loss, expense or demand,including legal fees, related to your violation of these Website Terms of Use and your access to anduse of the Website.

REPORT IP INFRINGEMENT

PartWorks respects the intellectual property rights of others. If you are a third party that believes a product being manufactured by PartWorks on behalf of a customer infringes your intellectual property rights, you may notify PartWorks by emailing notices@partworks.com or calling (470) 231-7278.

MODIFICATION AND DISCONTINUATION

We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently this Website (or any portion thereof) with or without notice. We will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Website.

GENERAL

These Website Terms of Use, together with our Privacy Policy, the Standard Terms & Conditions (as applicable), and all other click through agreements you may enter into, which are expressly incorporated herein, contain the entire understanding between you and uswith respect to use of the Website. Our failure to enforce any provision of these Website Terms of Usewill not be deemed a waiver of such provision nor of the right to enforce such provision. In the eventany provision of these Website Terms of Use is determined to be invalid, such invalidity will not affect the validity of the remaining portions, and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. These Website Terms of Use will be governed by and construed under the laws of the State of Georgia in the United States of America, without regard to conflict of law principles. The Website is intended to be accessed only by persons in the United States and Canada. Access to, or use of, this Website may be prohibited by law in certain countries or jurisdictions. You are responsible for compliance with any applicable laws of the country from which you are accessing the Website. You hereby consent and waive all objection to the exclusive jurisdiction of the federal and state courts in the State of Georgiaand venue therein to resolve any controversy or claim arising out of or relating to use of the Website. If you have any questions, you may contact us via email at info@partworks.com, by phone at (470) 231-7278, or by mail at 6100 Emmanuel Dr., SW, Atlanta, GA 30336.

These Terms of Use were last revised on January 7, 2016.