DelEXCHANGE Terms and Conditions
(1) These Terms will apply to all Buyers and Suppliers that use and access the Service and the Site.
(1) User shall be responsible for the confidentiality and use of User ID (as defined in Section 9) and password (whether by the User or any person) and for all transactions initiated through the Service. User must use adequate security procedures and follow any reasonable instructions given by DelEXCHANGE to User to ensure the confidentiality of the User ID and to prevent any unauthorized person from accessing the Service. Any order, acceptance, and transaction made under User ID and password shall be deemed to have been made and authorized by User.
(2) User shall notify DelEXCHANGE promptly if User is aware of any loss, theft or unauthorized use of the User ID.
(3) User shall comply with all laws and regulations relating to the Service and any products or services offered on the Site. User shall also comply with the User Guide and all reasonable instructions given by DelEXCHANGE to User in relation to the Site and the Service.
(4) User shall only use the Software (as defined in Section 9) to access the Service and to carry out transactions with the counterparties through the Service.
(5) User may not copy or modify the Software or the User Guide, or disclose the same to any other person. User may not remove, cover, or alter any trade name, trade mark or notice on the Software.
(6) User may only use the Software with equipments, software, and Internet access services which meet the requirements set out in the User Guide. User shall be responsible for obtaining, maintaining and upgrading such equipments, software and Internet access services at its own expense.
(7) User must promptly install all updates of the Software provided by DelEXCHANGE to User. DelEXCHANGE accepts no responsibility for the use of any version of the Software by User other than the most recent version that DelEXCHANGE have provided.
(8) User must notify DelEXCHANGE promptly if User changes its name, e-mail address or any other address or information it has provided to DelEXCHANGE.
(9) User agrees to be bound by all transactions it has entered into through DelEXCHANGE. User further agrees that orders and/or acceptances made by User shall be considered as final and cannot be cancelled or changed after such orders are accepted or the acceptances are made as the case may be.
3. DelEXCHANGE Obligations
(1) DelEXCHANGE will use all reasonable efforts to prevent any unauthorized access to the Service. However, DelEXCHANGE will not be liable for any damage or loss whatsoever suffered if any unauthorized person gains access to the Service.
(2) DelEXCHANGE will maintain the Help Desk to answer User's reasonable queries about using the Service and the Site. However, DelEXCHANGE cannot commit or guarantee the response time of the answer of such queries.
(3) DelEXCHANGE will endeavor to ensure that the Software will perform as described in the User Guide provided that User uses it in accordance with DelEXCHANGE's instructions. If the Software does not perform as described in the User Guide, DelEXCHANGE's only responsibility to User will be to repair or replace the Software. DelEXCHANGE does not make any other representations regarding the Software and, in particular, DelEXCHANGE does not represent that the Software will be error-free.
4. Indemnity and Liability
(1) User shall indemnify and hold harmless DelEXCHANGE from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to professional fees on a full indemnity basis) arising or which may arise out of User's breach of these Terms including but not limited to unauthorized use of the Software or User ID.
(2) DelEXCHANGE will use all reasonable care in providing the Service to User. To the extent permitted by law, DelEXCHANGE excludes any warranties or representations regarding the Service.
(3) DelEXCHANGE exercises no control over the content of the information passing through the Site. DelEXCHANGE makes no warranties of any kind, whether expressed or implied, for the quality of data transfer and network downtime. DelEXCHANGE will not be responsible for any damages from communication circuit failure, hard disk failure including loss of data resulting from delays, non-deliveries, mis-deliveries, or service interruption caused by User's and third party's negligence, error or omissions.
(4) Each Supplier (as defined in Section 9) shall be responsible for the information, products and services it makes available through the Service and at the Site. DelEXCHANGE is not responsible for, and DelEXCHANGE will not monitor or screen, any information contained on the Site or otherwise obtained by User through the Service, or the products and services offered though the Service by those Suppliers.
(5) DelEXCHANGE will not be liable for any unavailability of the Service where it is caused by circumstances outside our reasonable control including but not limited to technical or communications breakdown, industrial action or power failure. DelEXCHANGE will notify User of these circumstances as soon as reasonably practical.
(6) User shall be entirely responsible for transactions carried out by itself and other Users and/or Suppliers or through the Site.
(1) Subject to sub clause 5(2) below and the Privacy Policy (as defined in Section 9), both User and DelEXCHANGE will keep these Terms confidential and will keep all other aspects of each other's business confidential including, but limited to, all security procedures ("Confidential Information").
(2) DelEXCHANGE may disclose the Confidential Information to any person to such extent as
(a) is required by applicable laws and regulations or regulatory authorities; or
(b) is necessary for the purposes of any provision of the Service and the Site; or
(c) is disclosed to our employees, Affiliates (as defined in Section 9), agents or advisors.
(1) All rights and interests in all Intellectual Property (as defined in Section 9) and all concepts, systems, and written, graphic and other material relating to the Service owned or created by DelEXCHANGE, including the Site and the User Guide, will remain the exclusive property of DelEXCHANGE at all times. User agrees not to do anything that will violate or infringe upon this Intellectual Property and will take all necessary measures to preserve and protect these rights.
(2) All Intellectual Property in the Software shall be exclusive property of DelEXCHANGE or its third party licensors at all times.
(1) Either User or DelEXCHANGE may terminate these Terms at any time by giving at least thirty (30) days written notice.
(2) DelEXCHANGE may immediately end, suspend or restrict User's access to the Service if:
(a) User breaches these Terms and, if the breach can be remedied, User fails to remedy the breach within seven (7) days from the date DelEXCHANGE gives notice to User requiring User to do this; or
(b) DelEXCHANGE must do so to comply with applicable laws and regulations.
(3) Upon termination of the Service, User will cease using those information and documents provided by DelEXCHANGE including the Software and the User Guide (together "Documents") and promptly returns or destroys at DelEXCHANGE's direction all copies of the Documents. User will delete all copies of the Documents residing in memory on any computer at User's site.
(4) Termination of these Terms shall not affect any accrued rights and obligations of either party prior to such termination.
(1) No information on this Site should be construed as a promotion or solicitation for any products and services or the use of products and services which are not authorized by applicable laws and regulations.
(2) Information on this Site is provided "AS IS" without warranty of any kind.
(3) These Terms may be varied or amended or supplemented by DelEXCHANGE from time to time without User's prior consent.
(4) DelEXCHANGE will give User any other notice under these Terms by e-mail or post to User's last known address. User will be treated as having received such notice when DelEXCHANGE receives electronic delivery receipt notification confirming delivery of its e-mail to User or on the second business day after DelEXCHANGE posts its notice to User.
(5) User will give any notice under these Terms by e-mail or by post to the address DelEXCHANGE notified to User from time to time or on the second business day after User posts the notice to DelEXCHANGE.
(6) DelEXCHANGE's rights and/or obligations under these Terms may be transferred to any person. User must not transfer any of User rights or obligations under these Terms without our prior written consent, which DelEXCHANGE will not unreasonably refuse.
(7) If any of these Terms is illegal, invalid or unenforceable, the remaining provisions of these Terms shall not be affected.
(8) All terms relating to the Service and the Software are contained in these Terms and in the documents referred to in them. These Terms will prevail over any other documents purporting to have legal effect.
(9) These Terms shall be governed by and construed in accordance with the laws of Delaware and legal proceedings in connection with these Terms may be taken in any relevant Court in Delaware.
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Affiliate means in relation to DelEXCHANGE, any other person who, directly or indirectly, (i) is controlled by it; or (ii) controls it; or (iii) is under common control with it.
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Help Desk means the help desk service described in the User Guide and/or on our Site that User may contact during business hours (or any specified hours).
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Intellectual Property means all rights of any nature, including inventions, patents, copyrights, design rights, trade marks and trade names, service marks, trade secrets, know-how and other intellectual property rights (whether registered or unregistered by DelEXCHANGE) and all applications for the same anywhere in the world.
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Buyer means any person seeking information or to purchase a product or service through the Service.
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Supplier means any provider offering products or services through the Service.
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Site means the website at www.delexchange.org, (DelEXCHANGE) or any other website that DelEXCHANGE may notify to User from time to time.
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Service means access to DelEXCHANGE server and all related systems, including the Site, which enables User to transact with, and obtain information, quotes, products and services from, Suppliers.
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Software means the software to be supplied by DelEXCHANGE and provided to User with updates from time to time to enable User to access and use the Service.
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Terms means the terms and conditions set out above as updated by DelEXCHANGE from time to time.
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User means a user who registers as a user of the Site and has complied with all requirements as required to enable such user to access the Services and the Site.
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User ID means the electronic personal identification code provided by DelEXCHANGE from time to time for the purpose of these Terms.
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User Guide means the user documentation in relation to the Service and the Site, as updated by DelEXCHANGE from time to time without notification (if any).
10. DelEXCHANGE Supplier FEES, REFUNDS, and CANCELLATIONS
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For the Level II and Level III DelEXCHANGE Supplier accounts you agree to pay the fees and accept the payment policies for each Service in which you are registered.
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Your account may be suspended or downgraded to Level I for non-payment.
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You agree that your credit card on file may be charged for any of the Services that you order.
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Accounts renew automatically and associated subscription charges are considered on going.
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You can receive a pro-rated refund upon early cancellation of your account fees.
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If you request an early cancellation, send a fax to (302) 861-1409 with your name, e-mail address, credit card number and expiration date. Your prorated refund amount will be calculated based on the date the fax is received.
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This cancellation policy applies to all account renewals.