The Haul Terms of Service

The Haul is an online platform (the “Website” or “Site”) where Users (as defined below) can promote, offer for sale, sell, browse and/or order various merchandise (collectively with the Website, the “Services”). Access to and/or use of the Services is subject to the following terms and conditions of use, as well as all terms and conditions contained in or expressly referenced below, including our Privacy Policy, our Acceptable Use Policy and, if applicable, our Supplemental Terms for Sellers and our Supplemental Terms for Buyers (collectively, the
“Terms and Conditions”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN THE LEGALLY BINDING TERMS AND CONDITIONS THAT YOU AGREE TO WHEN YOU ACCESS OR USE ANY PORTION OF THE SERVICES, INCLUDING THE WEBSITE. IF YOU HAVE NOT READ, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT USE ANY PORTION OF THE SERVICES, INCLUDING THE WEBSITE.

The Terms and Conditions may be changed or updated from time to time, without prior notice, and such changes shall be effective upon posting to this Website. Each User (as defined herein) is required to read these Terms and Conditions carefully before accessing or using this Website. By accessing or using this Website, the User is accepting and agreeing to, and is deemed to accept and agree to, these Terms and Conditions; and by continuing to access or use this Website following any change posted, the User is accepting and agreeing to be bound by such changes.

1. GENERAL RULES

1.1. This Website is operated by Reed Exhibitions, a division of RELX Inc. (“RX”). These Terms and Conditions govern the User’s use of the Services only as accessed at [WEBSITE URL OF PLATFORM OR MARKETPLACE], whether such use relates to merchandise or services offered by RX directly or by third parties utilizing the Services. Certain other website products and services offered by RX may not be within the scope of these Terms and Conditions and may be governed by separate agreements and terms of service.

1.2. The “User” shall mean anyone accessing or using any portion of the Services. The User and RX are sometimes referred to herein collectively as the “Parties” or individually as a “Party.” The following eligibility and other requirements apply to Users:

  • 1.2.1 Age Restrictions. The Website and the Services are neither directed at nor intended for use by minors under the age of thirteen (13). Users must be at least thirteen (13) years old. Additionally, minors under the age of eighteen (18) and at least thirteen (13) years old are only permitted to use the Services under the supervision of a parent or legal guardian and with their permission. All minors are hereby instructed not to access, or use in any way, the Website and the Services unless done so with the express consent of these Terms and Conditions by their parent or legal guardian.
  • 1.2.2 User Roles. Users that promote, offer for sale, or sell merchandise on the Services (each, a “Seller”) are also subject to our Supplemental Terms for Sellers which can be found here. Users that browse or purchase merchandise on the Services (each, a “Buyer”) are also subject to our Supplemental Terms for Buyers which can be found here [INSERT LINK]. For the avoidance of doubt, Users may include visitors who access or use the Services but are not a Buyer or Seller, and are subject to these Terms and Conditions.
  • 1.2.3. Businesses/Entities. If a User accesses or uses any of portion of the Services on behalf of any business, organization or other entity of any kind (an “Entity”), such User represents and warrants to RX that he/she is duly authorized to act on behalf of the Entity and can bind the Entity to these Terms and Conditions. RX shall consider any such account created by such a User to be owned and controlled by the Entity.
  • 1.2.4. User may not access or otherwise use the Services if User is identified on, and User may not provide access to the Services to any individuals identified on, (1) the US Treasury Department’s list of Specially Designated Nationals, List of Specially Designated Terrorists or List of Specially Designated Narcotics Traffickers (“SDN List”) or the US Commerce Department’s Denied Persons List, (2) the UK’s HM Treasury’s Consolidated List of Sanctions Targets, (3) the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, (4) any other applicable sanctions lists, or (5) any national of a country identified on US or other applicable embargo lists, or (6) any third party which is 50 percent or more owned, directly or indirectly,
    individually or in the aggregate by a person, group or entity identified in (1) through (5).

1.3 Permitted Use. Subject to these Terms and Conditions, RX grants to User a limited, personal, non-exclusive, non-sub-licensable, non-assignable, non-transferable, and revocable license to access and use the Services and related materials as permitted in the Acceptable Use Policy. User may not sublicense, assign or transfer any licenses granted by RX hereunder, including, but not limited to, the transfer of an account to another party without RX’s prior written consent, and any attempt at such sublicense, assignment or transfer shall be null and void.

1.4 User Transactions. The Services, including without limitation the Website, enables connections between and among Users, and facilitates Users’ voluntary creation of relationships and provision and receipt of products and services between and among them. RX is not a direct party to all interactions between and among Users.

  • 1.4.2 RX: (a) does not actively review, qualify, or vet Users, or the products or services offered or sold by Sellers (“Merchandise”), (b) does not and cannot verify all information provided by Users, including without limitation user identity or account information or text, images, and other content relating to a Seller or Merchandise submitted by or on behalf of a third party Seller (“Seller Materials”), and (c) does not supervise, direct, or control Sellers in the provision of their Merchandise; and with respect to (a)-(c), RX expressly disclaims any duty to do so. RX reserves full discretion to address any question, issue, complaint, or objection about a User’s use of the Services in any manner RX deems necessary or appropriate, including, without limitation, sanction, suspension, or termination of a User’s account and/or access
  • 1.4.3 AS AMONG RX AND USER, THE USER ASSUMES ALL RISK WITH RESPECT TO ANY TRANSACTIONS OR OTHER INTERACTIONS WITH ANOTHER USER, WHETHER OR NOT FACILITATED BY THE SERVICES. RX DISCLAIMS, AND USER RELEASES RX FROM, ANY AND ALL LIABILITY REGARDING ANY SUCH TRANSACTIONS AND ANY DISPUTES OR CLAIMS BETWEEN AND AMONG USERS RELATED TO SUCH TRANSACTIONS. User should exercise caution and judgment when interacting with other Users, in both online and offline interactions, as when interacting with any other individual a User does not know.

2. CONTENT

2.1. Property of RX; All Rights Reserved. User acknowledges and agrees that title, ownership and all rights (including intellectual property rights and any associated goodwill) in and to the Services and the content of, and materials made available on, the Services are and shall remain the property of RX (or such other third party that may have granted RX rights in such content). RX and its licensors reserve all rights not expressly provided in these Terms and Conditions, and nothing herein shall be construed as granting or conferring on User any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory), rule or regulation, including, without limitation, those related to copyright or other intellectual property rights.

2.2. Use of Trademarks. Use must request and obtain express written consent from RX prior to any use of THE HAUL™ or any other trademark owned by RX or its affiliates.

2.3. Proprietary Content. The Services, including without limitation the Website, contain copyrighted material,trademarks, and other proprietary content and information of RX and its licensors (such materials and content includes, but is not limited to, the design, layout, artwork, and other elements of the Website and any text, audio, video, logo, information, data, software, documentation, services, or any other similar materials contained on the Website (“RX Content”) and certain User Content (as defined below) (RX Content and User Content are collectively referred to as “Content”)) and are protected by copyright and other intellectual property rights pursuant to U.S. and international laws.

User may view the Content on the Website and, where expressly permitted by the intended functionality of the Services, download it for such User’s own personal and informational use only, provided that User: (i) does not modify the Content, (ii) retains all copyright and propriety notices originally contained in the Content on any copies; and (iii) otherwise complies with any restrictions or use requirements with respect to the Content. In this respect, the Content may include digital rights management, security, and anti-tampering related features that, if triggered, may result in Content that was previously available for use being unavailable thereafter.

  • 2.3.1 Use Restrictions. Except as expressly provided in these Terms and Conditions or with the express prior written consent of RX (which may be granted or withheld in RX’s sole and absolute discretion), User may not reproduce, modify, publish, republish, transmit, retransmit, participate in the transfer or sale of, create new works from, distribute, perform, display, or in any way exploit or otherwise use, any of the materials made available through the Services, including any Content, images contained in the Content (which, for the avoidance of doubt, may not be downloaded as stand-alone files), software or other computer-readable or computer-executable code, in whole or in part (collectively, the “Use Restrictions”). To the extent any action or
    usage constituting a violation of the Use Restrictions is otherwise expressly permitted or authorized pursuant to these Terms and Conditions, such authorization is not intended to, and shall not, vest in User any ownership interests or other rights of any kind beyond those expressly granted herein. Unauthorized use of the Services, including usage of the Services in violation of the Use Restrictions, shall be a material breach of these Terms and Conditions and may subject User to legal action. User agrees to abide by any and all additional copyright notices or restrictions contained in any Content accessed via the Services.
  • 2.3.2. Sole Responsibility. User shall be solely liable for any damages resulting from any infringement of copyrights, trademarks, proprietary rights, or any other claims, damages or liability arising from or in connection with User’s distribution or dissemination of any portion or Content of the Services.

2.4. User-Generated Content. Certain aspects of the Services may include access to certain content which was submitted by or behalf of other Users ( “User Content”). Without limiting the foregoing, User Content may include: (a) Seller Materials; (b) reviews, ratings, feedback, or other information from third parties about Merchandise or interactions with other Users (“Buyer Reviews”); and (c) communications between or among Users through any Communication Services (as defined below). User understands and agrees that:

  • 2.4.1. User Content may include information, views, opinions, and recommendations of third parties unrelated to, and unaffiliated with, RX and that such User Content is provided without any endorsement, recommendation or representation or warranty from or by RX. RX cannot and will not evaluate, and shall not be responsible for, the accuracy, reliability, completeness, veracity or suitability of any User Content or for verifying the identity of anyone posting any User Content, and RX shall have no liability whatsoever to any User with respect thereto. User shall be responsible for, and shall hold RX harmless from, any use of User Content. User further agrees that it shall be User’s sole responsibility to verify and/or confirm any information contained in the User Content prior to relying on it, in connection with which User assumes all risk.
  • 2.4.2. RX reserves the right to refuse, remove or modify User Content from the Services at any time, with or without cause and without notice to User. RX also reserves the right to establish general practices and limits concerning use of the Services. The decision of whether or not to refuse, remove or modify User Content from the Services is within RX’s sole and absolute discretion. RX shall be under no obligation to take or refrain from taking any action. Under no circumstances will RX be liable to any entity for failure to refuse, remove or modify any User Content.
  • 2.4.3. Prior to being granted access to submit certain User Content, Users may be required to input or provide certain data or information, including without limitation their name and/or email address which may be displayed in connection with their User Content. RX reserves the right to impose any additional restrictions or requirements with respect to User Content in its sole discretion.
  • 2.4.4. Any User who submits User Content represents, warrants, and agrees that such User Content: (i) is original to them and no other entity has any rights to such User Content, or User otherwise has full right and authority to submit to the Services and grant all licenses and other rights in and to the User Content set forth in these Terms and Conditions; (ii) does not violate the Acceptable Use Policy [INSERT LINK] ; (iii) does not violate any laws and/or regulations; and (iv) does not contain a virus, worm or other harmful component.
  • 2.4.5. Upon submitting any User Content, the User grants to RX and its affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, sub-licensable and freely transferable right and license, for all formats and media, whether now known or hereafter devised or discovered, to use, reproduce, modify, edit, adapt, publish, translate, create derivative works of, distribute, perform, publish, transmit and display (in each case, in whole or in part) such User Content, including without limitation any ideas, concepts, methods, systems, designs, plans, techniques or other similar information included therein, and/or to incorporate them in other works. For the avoidance of doubt, except where limited by applicable law, the foregoing license continues even after the User stops using the Services and after termination of these Terms and Conditions, including without limitation with respect to aggregate and de-identified data derived from User Content and any residual backup copies of User Content made in the ordinary course of RX’s business. User also irrevocably waives (and will cause to be waived) any and all claims and assertions of attribution, integrity or other moral rights relating to such User Content.
  • 2.4.6. RX is not obligated to backup any User Content, including without limitation Seller Materials, and Users are solely responsible for creating backup copies of their User Content, if so desired.

2.5. Third-Party Properties. Certain aspects of, or links contained on, the Services may link or refer to websites or products or services that are owned, under the control of, or operated by entities other than, and unaffiliated with, RX (“Third Party Properties”). Such links and references do not constitute an affiliation with or specific endorsement by RX of any such Third Party Properties. User acknowledges that links or references to Third Party Properties are provided for User’s convenience only. RX does not control such Third Party Properties and is not responsible for any content thereon, including with respect to any comments posted on such Third Party Properties. RX’s inclusion of links or references to such Third Party Properties does not amount to or imply any endorsement or warranty of the material on such Third Party Properties or any association with their owners or operators. User agrees that RX is not responsible for any such
third-party websites and services or any content thereon and agrees to hold RX harmless from any and all claims or liability arising from User’s access to or use of such Third Party Properties. Additional third-party terms and conditions may apply to any access to or visit or use of Third Party Properties. Please review any such additional third-party terms and conditions carefully. Any concerns or questions related to Third Party Properties should be directed to the webmaster or other appropriate contact person for such third party.

2.6. Copyright Policy. RX expects all Users to respect the intellectual property rights of others. In connection with the Services, RX has the following policy respecting copyright law that provides for the removal of infringing materials. If a User or other entity has a good faith belief that materials hosted by RX infringe their copyright, they (or their agent) may send RX a written notice requesting that the allegedly infringing material be removed or access to it blocked, pursuant to Section 512 of the Digital Millennium Copyright Act of 1998 (the "DMCA"). The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly being infringed upon; (b) identification of the copyrighted work claimed to have been infringed upon (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of
such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow RX to locate the material on the Site; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If a User believes in good faith that a notice of copyright infringement has been wrongly filed against them, the DMCA permits such person to send RX a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. Notices and counter-notices with respect to the Website should be sent to Reed Exhibitions, a division of RELX Inc., Attn: Associate General Counsel, ReedPop, 201 Merritt 7, Norwalk, CT 06851 with an email copy of the notice sent to ContractNotices@reedexpo.com. RX suggests that Users consult their legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. It is RX’s policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

3. COMMUNICATIONS

3.1. Communications. The Services may contain e-mail services, bulletin board services, chat areas, forums, communities, and/or other message or communication facilities designed to enable Sellers, Buyers and other Users to communicate among and with each other (collectively, “Communication Services”). User agrees to use the Communication Services only to post, send, and receive messages and material that are proper, and when applicable, related to the particular Communication Services, and that all messages and materials posted or sent by User through any Communication Services shall comply with the Acceptable Use Policy. Materials uploaded to a Communication Services may be subject to posted limitations on usage, reproduction, and/or dissemination, and User is responsible for adhering to such limitations if it wishes to download the materials.

  • 3.2.1. RX has no obligation to monitor the Communication Services. However, RX reserves the right to review materials posted to a Communication Services and to take action in its sole discretion with respect to such User Content. RX reserves the right to terminate User’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.
  • 3.2.2. RX reserves the right at all times to disclose any information as RX deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in RX’s sole discretion.

3.2 Feedback. If User provides RX with any feedback or suggestions regarding the Services (“Feedback”), User hereby assigns to RX all rights in the Feedback and agree that RX shall have the right to use such Feedback and related information in any manner it deems appropriate. RX will treat any Feedback you provide to RX as non-confidential and non-proprietary. User agrees not to submit to RX any information or ideas that User considers to be confidential or proprietary.

4. TERMINATION

4.1. Termination; Breach. RX may, in its sole discretion, terminate or suspend any User’s access to all or part of the Services for any reason, including, without limitation, breach or assignment of these Terms and Conditions. User’s breach of any obligations under these Terms and Conditions may result in immediate termination of these Terms and Conditions and immediate suspension or termination of User’s access to the Services; provided that with respect to any non-monetary, curable breach, RX will use commercially reasonable efforts to notify User of, and grant User the opportunity to cure such breach, although it shall be under no obligation to do so. Without limiting the foregoing, User acknowledges and agrees that any action in violation of the Use Restrictions shall be an incurable breach of these Terms and Conditions.

4.2. Effect of Termination. Upon termination of these Terms and Conditions for any reason, User’s account (if applicable) and right to access and use the Services will terminate immediately.

4.3. Termination by User. The User may terminate their account at any time through the settings in your account or by contacting RX customer service via email at shop@thehaul.com.

5. ACCESS AND AVAILABILITY OF SERVICES

5.1. Availability. RX uses reasonable efforts to make the Services available; however, there will be instances when the Services, including without limitation the Website or any feature or functionality, will be interrupted for maintenance, upgrades or emergency repairs or due to other reasons that are beyond the control of RX, including failure of telecommunications lines, links and equipment. Additionally, the specific features and functionality of the Services are dynamic and may change from time to time. RX reserves complete discretion with respect to the operation of the Services. RX also reserves the right to withdraw, suspend, or discontinue any feature or functionality of the Services at any time. IN THIS RESPECT, THE USER AGREES THAT RX WILL NOT IN ANY WAY BE LIABLE OR RESPONSIBLE TO SUCH USER OR ANY THIRD PARTY FOR ANY SUCH MODIFICATION, SUSPENSION, DISRUPTION OR DISCONTINUATION OF THE SERVICES.

5.2. Technical Requirements. User acknowledges and agrees that the Services are subject to availability of a suitable or adequate internet connection, valid email account, computer equipment, and sufficiently available bandwidth at the time of User’s attempted use or access. User shall be solely responsible for procuring the necessary computer equipment and internet connection required for accessing and using the Services. User shall hold RX harmless from any failure or inability to access the Services resulting from User’s failure to procure any such necessary equipment or services.

5.3 Access and Use Where Prohibited. Access to and use of the Services are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.

6. REGISTRATION, SECURITY, AND PRIVACY

6.1. Certain features or functionality of the Services may require registration of a User account. RX reserves the right to decline a registration request in its sole discretion for any reason.

6.2. As part of the registration process, the User may be required to provide RX with certain registration information, all of which must be accurate and updated, and which may include, without limitation, an authorized contact person’s name; address; phone number; e-mail address; and other information about User. At all times, RX reserves the right to require the creation of login credentials in order to access the Services and the right to require payment in order to access certain portions of the Services, regardless of whether payment was previously required for such portions of the Services. Each registration is for a single User account and only one (1) individual who is authorized to access and use the Services under the User account (“Authorized User”). If User is an Entity, RX at its sole discretion may permit additional Authorized Users under the User Account. User shall be responsible for all Authorized Users’ compliance with the terms of these Terms and Conditions. Each Authorized Users may not share login credentials (e.g. username and password) or give login credentials to anyone else. RX may cancel or suspend access to the Services if a User and/or its Authorized User(s) shares their login credentials. User and Authorized User(s)s may not, and may not permit others to, (a) use the login credentials of another User or Authorized User with the intent to impersonate that person or Entity; (b) use login credentials in which another User has rights without such User's authorization; or (c) use login credentials that RX, in its sole discretion, deem offensive.

6.3. By accessing the Website, using the Services or submitting information to RX in connection with the Website or the Services, the User agrees to the terms of RX’s Privacy Policy, which may be updated by RX at any time.

6.4. RX may change User’s login credentials at any time, provided that RX shall provide User and/or the applicable Authorized User with written notice of such change prior to, or as soon as reasonably practicable after, such change. User agrees not to grant access to the Services to any person other than its Authorized User(s) and to safeguard and, to the extent provided, maintain the confidentiality of its login credentials. User is responsible for ensuring compliance with the foregoing by each Authorized User in User’s organization.

6.5. User agrees and acknowledges that under certain circumstances, RX may store User’s IP address(es) or otherinformation transmitted by User’s computer(s) or network as are reasonably necessary for RX to identify User and provide access to Services.

6.6. User assumes full and total responsibility for all usage or activity on User’s account, including use of User’s account by any third party, whether or not authorized by User. User shall immediately notify RX of any known or suspected unauthorized use of User’s account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of User’s account information and agrees to fully cooperate with RX in good faith and as reasonably required to remedy such security breach. Failure to comply with the foregoing shall constitute a breach of these Terms and Conditions.

7. REPRESENTATIONS AND WARRANTIES; LIMITATION ON LIABILITIES; INDEMNIFICATION

7.1. User Representations and Warranties. User agrees that it shall take any other means reasonably necessary to ensure compliance with these Terms and Conditions by any and all employees or Authorized User of the Services. Additionally, User represents, warrants and agrees that User’s access to and use of the Services shall comply with the Acceptable Use Policy.

7.2. DISCLAIMER OF RX WARRANTIES. EACH USER AGREES THAT THE USE OF AND ACCESS TO THE SERVICES IS STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND RX SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, WITH RESPECT TO THE OPERATION OF THIS WEBSITE, THE CONTENT OR INFORMATION CONTAINED THEREIN, OR THE SERVICES. NO WARRANTY OF ANY KIND IS IMPLIED REGARDING REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE BY RX. RX DISCLAIMS ANY LIABILITY FOR ERRORS IN THE SERVICES. EACH USER ASSUMES THE RISK OF POSSIBLE ERRORS CONTAINED IN THE SERVICES. EACH USER AGREES TO INDEPENDENTLY VERIFY ANY INFORMATION IT INTENDS TO RELY UPON, AND, IF REASONABLY NECESSARY, SUCH USER SHOULD SEEK THE ASSISTANCE OF AN ATTORNEY IN DOING SO. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY AND IN NO EVENT SHALL RX AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (THE “RX PARTIES”) BE LIABLE, JOINTLY OR SEVERALLY, TO A USER OR ANY OTHER PERSON AS A RESULT OF SUCH USER’S ACCESS OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST BUSINESS, LOST SAVINGS, AND LOST REVENUES, OR OTHER PECUNIARY LOSS, LOSS OF OR DAMAGE TO DATA, LOSS OF GOODWILL OR REPUTATION, OR OTHER INTANGIBLE LOSS (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE RX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

Without limiting the generality of the foregoing, the RX Parties are not liable, and User agrees not to hold such parties responsible, for any damages or losses (including, but not limited to, direct damages and Excluded Damages) resulting directly or indirectly from:

  • (a) any User Participant Materials provided (directly or indirectly) via the Marketplace Services;
  • (b) the use of, or the inability to use, the Marketplace Services;
  • (c) pricing, shipping, format, or other guidance provided by RX;
  • (d) delays or disruptions in the Marketplace Services;
  • (e) viruses or other malicious software obtained by accessing or linking to the Marketplace Services;
  • (f) glitches, bugs, errors, or inaccuracies of any kind in the Marketplace Services;
  • (g) damage to devices resulting from the use of the Marketplace Services;
  • (h) the content, actions, or inactions of third parties, including those offering goods for sale using the Marketplace Services;
  • (i) a suspension or other action taken with respect to User Participant’s account or breach of these Terms and Conditions;
  • (j) the duration or manner in which such User Participant’s listings or sales offers appear in the Marketplace Services, including, but not limited to, in search results; or
  • (k) any required modification to practices, content, or behavior, or loss of or inability to do business, as a result of any changes to the Marketplace Services, to these Terms and Condition, or to RX’s policies.

IF USER IS A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, USER HEREBY WAIVES ANY PROVISION IN LAW, REGULATION, OR CODE SIMILAR REQUIRING SUCH RELEASE. FOR EXAMPLE, USERS WHO ARE CALIFORNIA RESIDENTS HEREBY EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE RX PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL RX BE LIABLE FOR ANY CLAIM, LOSS, COST, EXPENSE, OR DAMAGE WHATSOEVER TO ANY USER OR ANY THIRD PARTY IN AN AMOUNT EXCEEDING THE GREATER OF: (I) ONE HUNDRED DOLLARS ($100.00), AND (II) THE SUM OF THE FEES ACTUALLY PAID TO RX UNDER THESE TERMS AND CONDITIONS DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH RX IS NOTIFIED OF SUCH CLAIM IN WRITING.

7.3. Indemnification. User agrees to indemnify, defend, and hold harmless each of the RX Parties from and against all claims, actions, proceedings, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising or resulting from: (a) the use of or reliance on any information, material, or content of the Services by User or any third party to whom User has provided such information, material, or content, regardless of whether or not such information, material or content contained any errors or omissions and whether or not any of the RX Parties were aware or should have been aware of any such errors or omissions; b) any User Content submitted by or on behalf of User to RX or through the Services; (c) User’s violation or breach of these Terms and Conditions; (d) any use or misuse of the Services by User or anyone using User’s account; (e) User’s negligent acts or omissions or willful misconduct; (f) User’s violation of any
applicable law; or (g) any allegation that User’s use of or access to the Services infringes upon the patent, trademark, copyright, trade name, trade secret, or other proprietary rights of any third party.

7. CONSENT TO RECEIVE NOTICES ELECTRONICALLY. User consents to receive electronically any notices, consents, communications, and transmittals under these Terms and Conditions (collectively, “Notices”) including, without limitation, by e-mail, posting information and materials online at the Website, or other electronic communication technology that may hereafter be adopted or developed. User agrees that all Notices that RX provides to User electronically satisfy any legal requirements that such communications be in writing. Any Notices to RX should be sent by e-mail to ContractNotices@reedexpo.com.

8. MISCELLANEOUS.

8.1. Governing Law and Venue. These Terms and Conditions shall be governed by and shall be construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any action or proceeding between User and RX relating to or arising out of these Terms and Conditions or use of the Services shall be commenced and maintained exclusively in the state or federal courts in the State of New York, and User hereby consents to the exclusive jurisdiction and venue of any state or federal court in the State of New York. Except where prohibited by law, any and all disputes, claims, and causes of action relating to or arising out of these Terms and Conditions or use of the Services shall be resolved individually, without resort to any form of class action and any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys' fees and in no event any indirect, punitive, incidental, special, consequential, or other damages, including without limitation lost profits may be awarded.

8.2. Class Action Waiver. Each of User and RX agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. User agrees that User will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

8.3. Waiver of Jury Trial. THE PARTIES HERETO, ON BEHALF OF THEMSELVES AND THEIR HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, AGREE THAT ANY SUIT, ACTION, DISPUTE OR PROCEEDING, WHETHER BY CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY OR AGAINST ANY PARTY HERETO OR ANY HEIR, EXECUTOR, ADMINISTRATOR, SUCCESSOR OR ASSIGN OF ANY PARTY HERETO, ARISING OUT OF, CONCERNING OR IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR THE USE OF THE SERVICES, OR ANY FACTS OR CIRCUMSTANCES IN WHICH THESE TERMS AND CONDITIONS OR SERVICES IS INVOLVED IN ANY WAY, SHALL BE TRIED WITHOUT A JURY. EACH PARTY HEREBY KNOWINGLY, EXPRESSLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A JURY TRIAL AND, IF APPLICABLE, ANY RIGHTS THEY MAY HAVE TO BRING ANY CLAIMS ON A CLASS, REPRESENTATIVE, CONSOLIDATED OR MASS ACTION BASIS, IN ANY SUCH SUIT, ACTION, DISPUTE OR PROCEEDING, TO THE FULLEST EXTENT PERMITTED BY LAW.

8.4. No Third Party Beneficiaries. These Terms and Conditions shall be binding upon and inure solely to the benefit of the Parties and their respective permitted successors or assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

8.5. No Assignment. Neither Party may assign these Terms and Conditions, in whole or in part, without the other Party’s prior written consent; provided, however, that RX may assign these Terms and Conditions to a successor in interest in the event of a reorganization, merger, consolidation or sale of all or substantially all of its assets or stock. Any assignment in violation of this section is null and void, ab initio.


8.6. Severability. If any provision of these Terms and Conditions is declared void or unenforceable by any court of competent jurisdiction in a final, non-appealable order or judgment, then (a) such provision shall be deemed reformed to the extent strictly necessary to render the provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (b) all remaining provisions of these Terms and Conditions shall remain in full force and effect unless otherwise agreed to in writing by the Parties.

8.7. Waiver; Remedies Cumulative. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by RX in exercising any right, power, or privilege under these Terms and Conditions or any of the documents referred to in these Terms and Conditions will operate as a waiver of such right, power, or privilege or any future exercise thereof, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power or privilege, or the exercise (or future exercise) of any other right, power, or privilege.

8.8. Headings. Headings or titles to sections or subsections in these Terms and Conditions are for convenience of reference only and shall not affect the meaning or interpretation of these Terms and Conditions or any part hereof.

8.9. Compliance with Laws. User shall ensure that any activities undertaken by User (or by any Authorized User) pursuant to these Terms and Conditions and any use of or access to the Services shall comply with all laws, rules, and regulations of the United States and other applicable jurisdictions, as such may be amended and in effect from time to time. Without limiting the foregoing:

 

The Services are hosted from the United States, and RX’s corporate office and activities are located in and directed from the United States. RX makes no representation that the Services or any aspect thereof will be available or appropriate for use in locations outside of the United States. Users who choose to access the Services from locations outside the United States do so at their own risk and are responsible for compliance with local laws and regulations, including without limitation, all local rules regarding online conduct and acceptable content. Additionally, User agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which User may reside or access the Services. Users are also responsible for compliance with all United States or other applicable export laws and regulations when exporting any products, services, content, or materials provided through the Services.

8.10. Force Majeure. Except for any payment obligations, neither Party will be liable to the other for failure to fulfil obligations hereunder if such failure is due to causes beyond its control, including, without limitation, acts of God, earthquake, explosion, fire, flood, unusually severe or abnormal weather, embargo, catastrophe, sabotage, utility or transmission failures, strikes, lockouts or other labor difficulties, governmental actions, prohibitions or regulations, voluntary or involuntary compliance with any law or request of any governmental authority, national emergencies, insurrections, riots, wars or other civil disturbances, acts of terrorism, viruses or network outages, which did not result from the acts or omissions of such Party, its employees or agents (“Force Majeure Event”). The time for any performance required hereunder will be extended by the delay incurred as a result of such Force Majeure Event.

 

8.11. Relationship of the Parties. The Parties are independent contractors. These Terms and Conditions shall not be construed to create or imply any partnership, agency, joint venture, employer-employee, or franchiser-franchisee relationship between each User and RX.

8.12. Survival. Any provision of these Terms and Conditions which imposes an obligation on a User after termination or expiration of these Terms and Conditions shall survive such termination or expiration of these Terms and Conditions.

8.13. Entire Agreement. These Terms and Conditions constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings of the Parties, whether written or oral. There are no representations, promises, warranties, covenants, or undertakings other than those contained in these Terms and Conditions.

8.14 Contacting RX. If User has any comments or questions about the Services, please contact us.

ACCEPTABLE USE POLICY

All Users must comply with the Terms and Conditions including without limitation, this Acceptable Use Policy. Capitalized terms not defined elsewhere in this Acceptable Use Policy shall have the meaning set forth in the general Terms and Conditions.

Scope of Use

The Services, including the Website, are solely for the personal and informational use of Users and may not be used in connection with any commercial endeavors, except that Sellers may use the Services to promote and conduct transactions for its commercial enterprise related to its Merchandise. Users may only access and/or use the Services as expressly permitted by the intended functionality of the Services and consistent with the applicable User role.

Prohibited Uses

User agrees that User and its Authorized User(s) will not themselves (or permit, support or encourage another to):

  • (i) create, upload, transmit, distribute, or store any content which is inaccurate, unlawful, infringing,defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable to RX in RX’s sole discretion;
  • (ii) impersonate any other person or entity, falsely state or otherwise misrepresent an affiliation with or endorsement by any other person or entity, or perform any similar fraudulent activities;
  • (iii) distribute or post spam, make unsolicited or bulk communications, post unauthorized advertisements, or send junk mail to others using the Services;
  • (iv) harvest or collect or attempt to harvest or collect the email addresses or other contact information of others via the Services without their consent, or any directory of users of the Services;
  • (v) defame, harass, abuse, threaten or defraud others via the Services;
  • (vi) remove, circumvent, disable, damage or otherwise interfere with the security of the Services;
  • (vii) interfere with, disrupt or damage operation of the Services or any other’s access to the Services by any means, including, but not limited to, imposing an unreasonable or disproportionately large load on the infrastructure of the Services;
  • (viii) restrict or inhibit any other from using and enjoying the Services, including without limitation the Communication Services (e.g. excessive shouting, use of all caps, or flooding continuous postings of repetitive text);
  • (ix) access any part of the Services which the User does not have permission or authorization to access or for which RX has revoked access;
  • (x) access any part of the Services by means of any robot, spider, scraper, crawler or other automated means for any purpose, including, but not limited to, data gathering or data extraction, without the prior express written consent of RX;
  • (xi) access the Services for any illegal purpose, or in violation of any applicable local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy; or
  • (xii) do anything that could disable, damage or change the functioning or appearance of the Services, including the presentation of advertising;
  • (xiii) post, list or upload User Content, including without limitation Seller Materials, in inappropriate categories or areas on the Services;\
  • (xiv) breach or circumvent any posted policies of the Services or RX, or circumvent any determination made by RX of an account’s status;
  • (xv) fail to pay for items purchased is Buyer or fail to deliver items sold is a Seller, except where valid extenuating circumstances interfered with such payment or delivery, as determined in RX’s sole discretion;
  • (xvi) manipulate the price of any item or interfere with any other User’s sale of any item; or
  • (xvii) advertise or offer to sell or buy any goods or services for any business purpose outside of the Services.

SUPPLEMENTAL TERMS FOR SELLERS

Registration

In order to access and use the Services as a Seller, User must register for a Seller account with RX and agree to the Terms and Conditions, including without limitation these Supplemental Terms for Sellers. Capitalized terms not defined elsewhere in these Supplemental Terms for Sellers shall have the meaning set forth in the general Terms and Conditions.

Responsibilities of Seller

Seller is responsible at all times for the accuracy and correctness of the information provided to RX and/or to Buyers, including but not limited to the prices, availabilities and descriptions of the Merchandise displayed on the Website, shipping terms, and any rules regarding returns or refunds. Seller is also responsible for displaying any sales, privacy, or other terms or other information or disclosures related to Seller Materials and Merchandise that Seller wants to apply to its interactions with other Users, including without limitation Buyers. Any such terms, information, or disclosures do not bind RX and may not conflict with these Terms and Conditions.

Seller Materials and Merchandise

Subject to the Terms and Conditions, RX hereby grants Seller a non-exclusive, non-transferable and non-assignable license to access and use the Services, including any tool RX provides to Seller, in order to upload and edit Seller Materials. Seller shall upload and maintain Seller Materials in accordance with the Terms and Conditions, including without limitation, all provisions relating to User Content.

Seller represents and warrants to RX that the Seller Materials and the reproduction, display, distribution, transmission or other use of the Seller Materials in connection with the Services: (i) do not infringe any intellectual property rights of publicity or privacy rights of any third party, (ii) are in compliance with all applicable laws, including, but not limited to, laws regarding unfair competition, antidiscrimination, or false advertising, and (iii) otherwise comply with the Acceptable Use Policy. Seller further represents and warrants to RX that it has the necessary rights and ability to advertise, offer for sale, sell, and fulfill orders with respect to the Merchandise it lists in the Services.

Seller shall be solely responsible for obtaining all necessary third-party clearances, permissions, or licenses necessary to use: (a) any names and/or likenesses of individuals or organizations, and (b) any other intellectual property rights of a third party in and to the Seller Materials and Merchandise. As between the parties, Seller shall be solely responsible for all costs relating to the production and licensing of Seller Materials and Merchandise and all costs relating to the fulfillment of Merchandise orders. Seller shall ensure that all Seller Materials and Merchandise shall comply will all applicable laws, rules, and regulations.

Personal Information and Privacy

Seller is responsible for respecting and safeguarding all personal information received and complying with all applicable privacy and data protection laws, rules and regulations. Seller may use and retain personal information, such as order information, shipping addresses and phone numbers, solely to the extent necessary to fulfill the applicable order or provide customer services with respect to its Merchandise. Without a User’s consent, Seller may not add a User to Seller’s mailing list or otherwise contact a User except through the Communication Services.

RX may withhold personal information from Seller if sharing such data would violate any provision of RX’s privacy policy. Seller shall honor a request of a User for data access, correction, deletion or other rights Seller may be required to honor under applicable privacy and data protection laws.

Seller shall not use personal information for unsolicited commercial messages or unauthorized transactions. Seller may not sell such data to any third party. Seller shall implement appropriate technical and organizational measures to protect personal information.

Payments; Transaction Fees

RX provides an integration of the Services with a third-party payment processor as a convenience to Users, but RX is not responsible for collecting payments from Buyers on behalf of the Seller. Payments through or for the Services will be processed by the third-party payment processor, with whom Seller has or must enter into a direct relationship subject to the third-party payment processor’s terms of service. The third-party payment processor is currently Stripe. RX reserves the right to add or change payment processors from time to time.

As compensation for Services provided, Seller agrees to pay RX, and RX will collect, a fee (“Transaction Fee”) from each sale of Merchandise though the Services as described at. Seller hereby authorizes RX to collect such Transaction Fees from the third party payment processor, and the third party processor to issue such Transaction Fees to RX. RX reserves the right to change and alter fees at any time. If any changes to the fee or commission structure occur, RX shall notify Seller. If Seller fails to accept such fee changes, the Seller’s sole remedy is to terminate these Terms and Conditions and to cease using the Services immediately. Seller’s continued use of the Services after such notification shall constitute acceptance by the Seller of the fee changes.

Taxes

Seller shall be solely responsible for allocation of all tax obligations in connections with any transaction through the Services, including without limitation, any purchase or sale of Merchandise, between Seller and its Buyers. In that respect, Seller agrees it is solely liable for all taxes related to such transactions, and in no event shall RX be liable for such taxes.

RX provides an integration of the Services with a third party tool or service as a convenience to assist Sellers in calculating tax rates (“Tax Calculation Tool”). The Tax Calculation Tool is provided as a convenience, and RX provides no endorsement, representation or warranty regarding the performance, accuracy or completeness of the Tax Calculation Tool. In this respect, Seller is responsible for verifying any calculations prior to relying on it, and assumes all risk in use of the Tax Calculation Tool.

Buyer Reviews

Buyer Reviews may include information about Seller or about Seller’s Merchandise. Seller understands that such Buyer Reviews may be published publicly on the Website, and that Seller has no right to review, modify, or request a modification of such Buyer Reviews at any time, including before and after publication.

SUPPLEMENTAL TERMS FOR BUYERS

Registration or Guest Checkout

Users may access and use the Services as a Buyer through registration of a Buyer account with RX or by using any available guest checkout feature in the Services, and Buyer must agree to the Terms and Conditions, including without limitation these Supplemental Terms for Buyer. Capitalized terms not defined elsewhere in these Supplemental Terms for Buyers shall have the meaning set forth in the general Terms and Conditions.

Transactions with Sellers

Certain Merchandise may be offered for sale or use by Sellers, including without limitation third party Sellers, on the Website that are subject to fees. For the avoidance of doubt, any dealings with between Users through the Services, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between such User (including Buyer) and the applicable Seller. RX shall not be responsible for any part of any such dealings with third party Sellers, and Users acknowledge that RX is not a party to any contracts created by and between a User and any third party Seller. RX merely provides the Site and Services to connect Users and facilitate transactions between Buyers and Sellers. RX DOES NOT TRANSFER LEGAL OWNERSHIP, TITLE, OR RIGHT TO ANY MERCHANDISE THROUGH THE SITE OR SERVICES. BUYER AGREES THAT RX IS NOT LIABLE FOR AND CANNOT ACCEPT LIABILITY IN CONJUNCTION WITH ANY CONTRACT CREATED BETWEEN ANY USER AND A THIRD-PARTY, OR ANY CLAIM REGARDING ANY MERCHANDISE RECEIVED (OR NOT RECEIVED) BY A BUYER.

Only Sellers may cancel transactions through the Services. Buyer may contact Sellers through the Communication Services to request any cancellations.

Responsibilities of Buyer

All information regarding the Seller Materials and Merchandise on the Site is based on information provided by the Seller or other Users. In this respect, RX cannot guarantee that the information is accurate, and does not endorse any Seller, Seller Materials or Merchandise, and is not responsible for any errors or omissions by any third party Seller. In addition, Sellers may apply Seller-specific terms and conditions to the sale of their Merchandise, including but not limited to, shipping terms and rules regarding returns or refunds

BUYER ACKNOWLEDGES AND AGREES THAT IT IS BUYER’S SOLE RESPONSIBILITY TO REVIEW ANY SELLERS AND THEIR SPECIFIC TERMS AND CONDITIONS, AND TO REQUEST ADDITIONAL INFORMATION FROM, AND PERFORM DUE DILIGENCE ON, THE PARTICIPATING SELLERS AND THE SELLER MATERIALS AND MERCHANDISE MADE AVAILABLE BY SUCH SELLERS ON THE SITE, BEFORE MAKING A FINAL DECISION TO ORDER ANY MERCHANDISE FROM ANY SELLER.

Payments

RX provides an integration of the Services with a third-party payment processor as a convenience to Users. Payments through the Services, including payments for purchase of any Merchandise, will be processed by the third-party payment processor, and submission of Buyer payment information (“Payment Method”) will be subject to the third-party payment processor’s terms of service. The third-party payment processor is currently Stripe. RX reserves the right to add or change payment processors from time to time.

By submission of an order through the Services, Buyer authorizes Seller, via the third-party payment processor, to collect and charge such amounts using the Payment Method. Buyer represents and warrants to RX that the Payment Method information is true and accurate, and that Buyer is authorized to use such Payment Method.

Order Information

Seller is solely responsible fulfillment of Merchandise orders. Accordingly, RX may share your order and contact information with the applicable Seller(s) when Buyer places an order for Merchandise through the Services so that such Seller(s) may fulfill the order and/or provide Buyer with customer services with respect to its Merchandise.

Buyer Reviews

Buyer may submit Buyer Reviews about Seller or about Seller’s Merchandise through the Services. Buyer shall only submit Buyer Reviews in accordance with the Terms and Conditions, including without limitation, all provisions relating to User Content and the Acceptable Use Policy. Buyer understands that such Buyer Reviews may be published publicly on the Website, and that Buyer may not be able to modify its Buyer Reviews after submission through the Services.