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Terms And Conditions of Usage
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This Agreement is made and entered into by and between gotpallets.com ("gotpallets"), a division of Ongweoweh Corp. ("Ongweoweh") and Customer. gotpallets and Customer are also referred to individually as "Party" and collectively as "Parties." These terms and conditions and any links hereto, including documents incorporated by reference, shall be legally binding between the Parties and are referred to herein, collectively, as the "Agreement."
1. SERVICES
The services allow Customers to identify buyers and sellers of pallets through the use of the website www.gotpallets.com, to list pallets for sale, and to assist Customers in linking specific pallets to original shippers through proprietary "Green Pallet" Program ("Services"). Customer may use and gotpallets shall provide, Service under the terms and conditions set forth in this Agreement. gotpallets reserves the right to refuse, cancel or suspend Service, terminate accounts, remove or edit content in its sole discretion.
2. CHARGES
- a. Taxes. Customer is responsible for the collection and remittance of all federal, state and local sales, use and excise taxes pertaining to Customer's use of the Services.
3. MAINTENANCE
gotpallets may limit or suspend the availability of the systems used to provide the Services to perform necessary maintenance or upgrades without notice.
4. CUSTOMER RESPONSIBILITIES
- Exclusivity. All pallets that are part of the Green Pallet Program must be purchased through gotpallets.com. Failure to do so will be a material breach of this agreement, and gotpallets may, among pursuit of other remedies, deny in whole or in part access to its Services.
- Cooperation. All use by Customer or any other users of the Services provided to Customer by gotpallets shall comply with gotpallets' Acceptable Use Policy ("Policy"), incorporated herein by reference and available here. Customer shall cooperate with gotpallets to the extent reasonably requested by gotpallets. Customers agree to inform gotpallets of any specification changes. gotpallets will not be held liable for any loss resulting from the Customer's failure to communicate any specification change.
- Compliance with Laws. In its performance of this Agreement, Customer shall fully comply with all federal, state and local laws applicable to either gotpallets or Customer.
- Back Up. Customer is solely responsible for keeping a back up of its most current files on a remote system not connected to the gotpallets servers. gotpallets shall not be liable for any damages arising from loss of files, data or information.
5. REPRESENTATIONS AND WARRANTIES
GOTPALLETS PROVIDES THE SERVICES AND PRODUCTS "AS IS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GOTPALLETS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. GOTPALLETS DOES NOT WARRANT THAT THIS SITE, ITS SERVERS OR EMAIL SENT FROM GOTPALLETS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND PRODUCTS AND GOTPALLETS SHALL HAVE NO LIABILITY THEREFOR. GOTPALLETS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.
6. INDEMNITIES
To the fullest extent permitted by law, Customer agrees to indemnify, defend and hold harmless gotpallets, each gotpallets officer, director, employee, agent, successor and assign and each gotpallets affiliate (each an "Indemnified Party") against any and all losses, claims, damages, liabilities, penalties, actions, proceedings, or judgments, including, without limitation, attorneys' fees and expenses (collectively "Claims"), including third party Claims, to which an Indemnified Party may become subject and which Claims arise out of or relate to this Agreement or Customer's, or other third party's, authorized or unauthorized use of the Services.
7. LIMITATIONS ON LIABILITY
GOTPALLETS SHALL NOT BE LIABLE TO THE CUSTOMER WHATSOEVER FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES. THIS PROVISION APPLIES EVEN IF GOTPALLETS IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER EXPRESSLY AGREES THAT ITS USE OF THIS SITE IS AT THE CUSTOMER'S SOLE RISK. FOR THE AVOIDANCE OF DOUBT, GOTPALLETS SHALL NOT BE HELD LIABLE FOR ANY CLAIMED DAMAGES OF ANY KIND WHICH MAY ARISE OR RESULT FROM (X) GOTPALLETS' HOST SERVER GOING OFF-LINE OR BEING UNAVAILABLE FOR ANY REASON WHATSOEVER, (Y) THE CORRUPTION OR DELETION OF ANY INFORMATION FROM A GOTPALLETS HOST SERVER, OR (Z) SYSTEM DOWNTIME, DELAY, INTERRUPTIONS, CRASHES, OR DATA LOSS, WHETHER ANY OF THE ABOVE IS WITHIN GOTPALLETS' REASONABLE CONTROL.
8. MISCELLANEOUS
- Entire Agreement. This Agreement, including the Policy, constitutes the entire agreement between the Parties. This Agreement may be modified, amended, altered or rescinded by gotpallets at any time and in any manner.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisions.
- Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and shall be replaced by a valid and enforceable provision which so far as possible achieves the same objectives as the severed provision was intended to achieve, and the remaining provisions of this Agreement shall continue in full force and effect.
9. ACCEPTANCE THROUGH USE
USE OF GOTPALLETS SERVICES CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONTRADICTED, EXPLAINED, OR SUPPLEMENTED BY ANY WRITTEN OR ORAL STATEMENTS, PROPOSALS, REPRESENTATIONS, ADVERTISEMENTS, SERVICE DESCRIPTIONS, PRODUCT BROCHURES, MARKETING MATERIALS, OR CLIENT PURCHASE ORDER FORMS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN ATTACHMENT. GOTPALLETS RESERVES THE RIGHT TO MAKE CHANGES TO ITS SITE, POLICIES AND THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT NOTICE. GOTPALLETS RESERVES THE RIGHT TO REMOVE ANY ACCOUNT WITHOUT ADVANCE NOTICE FOR ANY REASON WITHOUT RESTITUTION IN GOTPALLETS' SOLE DISCRETION. IF ANY TERM OR CONDITION OF THIS AGREEMENT IS VIOLATED, THE RELEVANT ACCOUNTS(S) WILL BE IMMEDIATELY DEACTIVATED.
10. DISCLAIMER
All pallets purchased through the Services are shipped pursuant to a shipping contract. Therefore, the risk of loss and title for such pallets pass to the Customer upon gotpallets' delivery to the carrier. gotpallets holds no responsibility for the use of the Customer's accounts by any authorized or unauthorized use of the Services, including but not limited to such use of passwords. Stenciling on pallets purchased or sold through the Service, inscribing either a third-party company or any reference to gotpallets or "GP" or Ongweoweh, does not indicate ownership of the pallets, and the Customer is not to infer any ownership from such stenciling. gotpallets assumes no responsibility with respect to any owner of pallets identified, purchased or sold through the Services.
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