Legal Agreements
Terms of Service
Welcome to the Terms of Service Agreement ("Agreement"). This is a legal agreement between you and Atlas Exchange, LLC, a California limited liability company doing business as Remarketer.com (hereinafter referred to as "Atlas", "Remarketer," "We," "Us," or "Our"). Atlas provides the services ("Services") offered through Remarketer.com (the "Site") to You as a registered subscriber or authorized user, subject to the terms and conditions of this Agreement. In this Agreement, "Member," "You," "Your," and "Yourself" refers to an individual accessing the Site, regardless of any particular Atlas product or Services purchased or licensed. To the extent applicable, "Member," "You," and "Your" also includes the company or organization, if any, on whose behalf an individual is accessing the Site.
By accessing the Site, You expressly acknowledge acceptance of the terms and conditions of this Agreement. The Agreement will continue in full force and effect until terminated pursuant to Section 5 (Termination). This Agreement is not a transfer of any of Remarketer's property, rights or interests nor a license of any of Remarketer's intellectual property.
Modification
Atlas reserves the right, in its sole and absolute discretion, to modify or discontinue the Site, or modify the terms and conditions of this Agreement, without notice or reason given to You. All modified terms and conditions of this Agreement will be effective 45 days after they are initially posted on the Site. If a modification is unacceptable, You may terminate this Agreement by giving notice of termination to Atlas and following the procedures in Section 5 (Termination). If You do not give Atlas notice of termination within 15 days of such modification(s), Your continued use of the Site signifies Your acceptance and agreement to be bound by the modification(s) to this Agreement.
Conditions for Membership
Atlas accepts only those Members that meet Remarketer's strict membership criteria. Accordingly, Remarketer, in its sole and exclusive discretion, accepts only Members who are actively engaged in the computer parts industry as resellers, dealers, brokers, service centers, manufacturers, integrators, or variations of the preceding under certain conditions. In the sole and absolute discretion of Remarketer, free trials and memberships will not be granted to competitors of Remarketer, including, but not limited to, IT parts listing services, sourcing service websites, IT brokering websites, or any company or individual that is a parent, subsidiary, division, or affiliate of any company or organization that competes with Remarketer. Competitors or their affiliates approved for membership by standard, erroneous, or fraudulent means are in violation of this Agreement and the law, will be immediately terminated from Service, and may be prosecuted by Atlas to the fullest extent of the law. Atlas may, in its sole and absolute discretion, deny membership or Service to any person or entity for any reason or no reason.
Membership
Company Membership
To join the Site as a trial or subscribing company, logon to atlas.Remarketer.com, choose the appropriate link, and fill out the required information. All information submitted to Atlas about Yourself and Your company must be valid, current, and accurate to the best of Your knowledge, or denial, termination, or suspension of membership may occur. After filling out and submitting the required information, a Atlas representative will review Your application, during which time You may be eligible for a free trial membership ("Free Trial"). During the Free Trial period, Your company will have access to Remarketer's services. All Logins and Passwords are considered property of Atlas and are to be used only by the intended person, the Administrator. Violation of this requirement may cause company suspension or termination of its membership and the Services. The Administrator is responsible for approving individuals within Your company to access the Site as Members ("Members"), and is responsible for managing such Members, their actions, and the security levels for such Members. The security levels may be changed by the Administrator or a Atlas representative, in its sole and exclusive discretion. After Your Free Trial period expires, Your company may elect to continue Services. At such time, credit card or other payment information will be required after Your Administrator selects Your service level. The aforementioned rules regarding Administrator, Members, Login, and Password requirements shall continue after Your Free Trial period expires, and the fee for Services membership commences. Company membership may be suspended or terminated at any time without notice or reason in the sole and absolute discretion of Remarketer.
Member of a Subscribing Company
To join as a Member of a Free Trial or subscribing company, visit www.Remarketer.com, choose the appropriate link, and fill out the required information. All information submitted to Atlas about Yourself must be valid, current, and accurate to the best of Your knowledge, or denial, termination, or suspension of membership and the Services may occur. After filling out the required information, a Atlas representative may, in its sole and exclusive discretion, grant You access by sending You a Login and Password via e-mail, provided Your company is currently subscribed as a Free Trial or a paying Member, and your application is approved by Your Administrator. All Logins and Passwords are considered property of Atlas and are to be used only by the intended person, the Member. Violation of this may cause company suspension or termination of Services. If You cannot find Your company while signing up, contact Your company Administrator.
Billing
Your Atlas Service is billed either monthly, quarterly or on an annual basis unless a custom plan is implemented at Remarketer's sole discretion. Your subscription fees are payable in advance and are not refundable in whole or part.
Credit Cards
Accepted credit cards are Visa, MasterCard, American Express, and Discover. Billing will be proactive, taking place on the 1st, 8th, 15th, or 22nd of the month, dependent upon Your Service plan. Invoices are available upon request and unless specifically requested, will not be mailed. If We do mail You an invoice at your request, administrative fees may apply and may be billed to Your account.
Company Checks, Wire Transfer, and ACH Payments
Company checks, wire transfers, and ACH payments are also accepted means of payment. Billing will take place annually. Atlas will charge a $30 service fee for each check returned NSF or otherwise not honored.
Late Payments
Past due accounts may be suspended or canceled without notice after any payment due becomes 15 days delinquent. Atlas reserves the right to charge a late fee of $15 per month on any past due account. You agree to be liable for all attorneys' and collection fees arising from efforts to collect any unpaid balance of Your account(s). You agree to be billed for and to pay any outstanding balance in the event of cancellation or termination of Your account upon demand. Unless You notify Atlas of any billing discrepancies within 90 days after they first appear on Your account statement, they will be deemed acceptable by You for all purposes, including resolution of inquiries made by Your credit card issuer. You waive and agree to release Atlas from all liabilities and claims of loss resulting from any billing discrepancy or error that is not reported to Atlas within 90 days of its publication in Your account.
Billing Changes
Atlas reserves the right, at any time, to change its fees and billing methods, including the addition of supplemental fees or separate charges for online areas, content, or Services provided by Remarketer, which will be effective 45 days after posting such changes on the Site (the "Effective Date"). Atlas may also elect, in its sole and absolute discretion, to supplement such notice of billing changes through pop-ups, e-mail, or U.S. Mail to the address provided by Your Administrator. If any such change is unacceptable to You, You may terminate Your membership as provided in Section 5 (Termination). Your continued use of the Site after the Effective Date will constitute Your acceptance of such change(s). You acknowledge that the notice efforts outlined in this section are adequate to inform you of any billing changes with respect to the Services.
Termination
This Agreement may be terminated by You upon providing 45 days advance written notice to Atlas prior to subscription renewal. Two methods of notice of termination are acceptable: (1) e-mail to Cancellation@Remarketer.com, (2) fax to 858-792-8647, attention Cancellation. In addition, you must delete your inventory by either going to the site and deleting the inventory or by sending an email to Atlas@remarketer.com with DELETE in the subject line. Any inventory that remains on the site past the proposed termination date constitutes continued service under this Agreement. Atlas will not provide any refunds under any circumstances to Members who elect to terminate their membership(s) / account(s) prior to the expiration of their membership. In its sole and absolute discretion, Atlas may terminate this Agreement and Your access to the Services at any time without notice or reason. In the event Atlas receives any "ethics complaint" with respect to You, Atlas may, in its sole and absolute discretion, terminate Your access to the Services. Atlas also, in its sole and absolute discretion, may suspend Your access to the Site at any time without notice or reason. In the event Your account is terminated or suspended, no refund will be granted to You.
Confidential Disclosure
You understand and agree that information disclosed through Remarketer's Site includes proprietary information belonging to Remarketer. You agree not to copy or disclose to third parties, in whole or in part, any portion of the information, including, but not limited to, Site design, software, navigation, features of the Site, and information concerning other Members and the products they list on the Site.
Content License
You are solely responsible for all materials, whether publicly posted or privately transmitted, that You upload, post, e-mail, transmit, or otherwise make available on Our Site ("Your Content"). You certify that You own all intellectual property rights in Your Content. You hereby grant Us, Our affiliates, and Our partners a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable license (through multiple tiers) to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on Our Site, (ii) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or (iii) storing Your Content in a remote database accessible by end users, for a charge. This license shall apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.
Indemnity
You hereby agree to indemnify, defend, and hold Atlas and all of Our managers, governors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the "Atlas Parties") harmless from and against any and all allegations, demands, claims, liabilities, damages, losses, fines, penalties, costs, and expenses of whatsoever nature (including attorneys' fees) incurred by any Atlas Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of:
Your use of Our Site;
Any use or alleged use of Your accounts or Your Login/Password by any person, whether or not authorized by You;
The content, the quality, or the performance of content that You submit to Our Site;
Your connection to Our Site;
Your violation of this Agreement; or
Your violation of the rights of any other person or entity.
You may not enter into any settlement that adversely affects Atlas without Our prior written approval. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate with Our defense of these claims.
The provisions of this Section 12 (Indemnity) survive termination or expiration of this Agreement.
No Warranty; As Is
THE SITE AND SERVICES AND GOODS OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY OF ANY KIND. Atlas EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND ALL COMMUNICATIONS BETWEEN MEMBERS MADE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. In addition, Atlas makes no representation or warranty that the operation of the Site will be error free. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to You.
The provisions of this Section 13 (No Warranty; As Is) survive termination or expiration of this Agreement.
Limitation of Liability
ATLAS WILL NOT BE LIABLE TO YOU FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS OPPORTUNITIES, LOST DATA OR ANY OTHER DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF Atlas HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, Remarketer'S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) the total fees You paid to Atlas in the 12 months prior to the action giving rise to the liability, or (b) $100. Atlas WILL NOT BE LIABLE TO YOU FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE SITE OR SERVICES. Some states or other jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to You.
Without limiting the foregoing, under no circumstances will Atlas be held liable for:
other Members' actions or inactions, including information they post on the Site. You acknowledge that Atlas is not involved in the actual transactions between Members who are buyers and sellers. Atlas has no control over and does not guarantee the quality, safety, or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction;
any incorrect or inaccurate information, whether caused by the Site, its users, or by any of the equipment or programming associated with or utilized in the Site. Atlas will have no responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site. Atlas will not be responsible and assumes no liability for any problems or technical malfunction of any telephone, network, cable or lines, computer, on-line-systems, servers or providers, computer equipment, software, failure of e-mail or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to participants or to any other person's computer, related to, or resulting from, participating in, or downloading materials of, the Site;
any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning; or
any unauthorized use of proprietary or confidential information concerning Your business contacts, including without limitation names and e-mail/business addresses.
Without limiting the foregoing, You acknowledge that the Site contains links to websites controlled by companies other than Remarketer, and You agree that Atlas is not responsible for and does not endorse, or accept any liability for, the content or use of those websites.
Electronic Communications Privacy Act Notice (18 U.S.C. § 2701-2711): Without limiting the foregoing, Atlas makes no guaranty of the confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Atlas will not be liable for the privacy of the information, e-mail addresses, registration and identification information, disk space, communications, confidential or trade secret information, or any other content transmitted over networks accessed by the Site, or otherwise connected with Your use of the Site.
The provisions of this Section 14 (Limitation of Liability) survive termination or expiration of this Agreement.
Terms and Conditions
Binding Arbitration
Each Party agrees that any controversy or claim arising out of or relating to this Agreement, the breach thereof, or its subject matter must be settled by binding arbitration in accordance with the commercial arbitration rules (then existing) of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration must be conducted in San Diego, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. If a Member files a claim or counterclaim against Remarketer, the Member must do so on an individual basis and not with any other Member or as part of a class action. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings of any arbitration held pursuant to this Section 16.
The provisions of this Section 16 (Arbitration) survive termination or expiration of this Agreement.
Relationship of the Parties
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Electronic Signature Provisions
You represent and warrant that You have the legal right, power, and authority to agree to the terms of this Agreement on behalf of Yourself and any subscribing Member affiliated with You. You further agree that Your use constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act ("E-Sign") and the Uniform Electronic Transactions Act ("UETA") and that You have formed, executed, entered into, accepted the terms of, and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA, and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by You and any subscribing Member affiliated with You. You consent to the use of (a) electronic means to provide You with any notices given pursuant to this Agreement and (b) electronic records to store information related to this Agreement and Your use of the Site and Services.
Governing Law
This Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the internal laws, and not the laws pertaining to choice or conflict of laws, of the State of California and the Federal Arbitration Act.
General Provisions
You may not assign or transfer this Agreement or any Member rights or obligations, in whole or in part, by operation of law or otherwise, without the prior written consent of Remarketer, which may be withheld in its sole and exclusive discretion. Atlas may assign this Agreement in whole or in part without Your consent.
No waiver of this Agreement, or any part hereof, will be binding unless made in writing and signed by the party claimed to have made such waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other conditions or subsequent breach whether of like or different nature. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to enforce subsequently the provision.
This Agreement together with the rules and policies of Atlas constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
If any provision of this Agreement is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, (a) such provision will be deemed amended to conform to applicable laws of such jurisdiction so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, it will be stricken; (b) the validity, legality, and enforceability of such provision will not in any way be affected or impaired thereby in any other jurisdiction; and (c) the remainder of this Agreement will remain in full force and effect. Furthermore, in lieu of any invalid, illegal, or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
The provisions of this Section 20 (General Provisions) survive termination or expiration of the Agreement.
Atlas RESERVES THE RIGHT TO REFUSE SERVICE TO ANYONE FOR ANY REASON.
IF YOU DO NOT AGREE TO THE POLICIES, YOU MUST DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY A CUSTOMER, CANCEL YOUR ACCOUNT.
Changes to the Agreement and the Policies Apply to You as provided above. You may review the most current version of this Agreement and the Policies at Remarketer's web site. If you do not agree to any such changes, your sole and exclusive remedy is to cancel your account as described above.
Usage Policy
This is Atlas Usage Policy, which supplements the service agreement of each user of Remarketer's services (each, a "Subscriber"). Every Subscriber is subject to this Usage Policy, and by virtue of using Remarketer's services, network, and/or systems (collectively the "Services") agrees to be bound by this Usage Policy. Atlas will revise this Usage Policy from time to time. A Subscriber's use of the Services after revisions to the Usage Policy are posted on Remarketer's web site will constitute such person's acceptance of any changes or additions to the Usage Policy.
In general, Atlas does not monitor its customers' web sites or activities to determine whether they are in compliance with this Usage Policy. However, when Atlas becomes aware of any violation of this Usage Policy, its Terms of Service Agreement or the terms and conditions of any other Atlas user agreement, Atlas may take any action to stop or correct such violation, including, but not limited to, shutting down a web site, denying access to the Services or to the Internet, and/or removing information. In addition, Atlas may take action against a Subscriber or a customer of such Subscriber because of the activities of such customer. Atlas reserves the right to take any such action even though such action may affect other customers of the Subscriber.
Atlas may disclose any information in its possession, including, without limitation, information about Subscribers, internet transmissions and web site activity in order to comply with a court order, subpoena, summons, discovery request, warrant, statute, regulation or governmental request, to protect Atlas or others from harm, and/or to ensure the proper operation of the Services. Atlas has no obligation to notify any person, including the Subscriber about whom information is sought, that Atlas has provided the information.
Changes to this Usage Policy Apply to You.
You may review the most current version of the Usage Policy at our Web site. Atlas may change the Usage Policy, in whole or in part, at any time at Remarketer's sole discretion. Posting of such changed Usage Policy on its Web site shall constitute notice of such changes to you, although Atlas may choose additional types of notice. Atlas will use reasonable efforts to provide you with 7 days advance notice of changes to the Rules that materially and adversely impact your use of the Services. Your continued use of the Services following notice constitutes your acceptance of all changes. If you do not agree to any such changes, your sole and exclusive remedy is to cancel your account as described below.