The Terms and Conditions (the “Terms and Conditions”) set forth in this PartGuard Service Agreement (this “Agreement”) govern the services to be provided by MICRO RAM ELECTRONICS, INC., d/b/a PartGuard, a Florida corporation (“PartGuard”), to you (“Buyer”), pursuant to this website, www.partguard.org (the “Website”). By accepting below, Buyer acknowledges that Buyer has read and understood the Terms and Conditions set forth herein and Buyer agrees to be bound by them, effective upon Buyer’s acceptance below.
1. Terms and Conditions. Buyer acknowledges and agrees that these Terms and Conditions shall govern the Services (as defined below) to be provided to Buyer by PartGuard, notwithstanding any conflicting term, condition, or statement on the Website or other document between zPartGuard and Buyer, including any email, order, invoice, statement or other document.
2. Services. Upon receipt and acceptance of an order from Buyer (each an “Order”), PartGuard will provide the following services (collectively, the “Services”):
a) Procure electronic and personal computer components from PartGuard’s inventory and from the open market (the “Product”) requested by Buyer to Buyer’s specifications;
b) Take steps in accordance with PartGuard’s documented quality standards to determine that the Product is not substandard or counterfeit. The steps taken will depend upon the membership level of the Buyer in PartGuard. The three potential membership levels are Silver, Gold, and Platinum. Buyer should refer to the descriptions of the three membership levels to determine the services available in each membership level.
3. Pricing for Service Levels. The first three months, beginning with the date of Buyer’s first Order with PartGuard, during which Buyer places Orders with PartGuard is the trial period (the “Trial Period”). During the Trial Period, PartGuard shall not charge Buyer any amounts for the Services. After the Trial Period, dollar amounts charged by PartGuard to Buyer will depend upon the membership level of the Buyer in PartGuard. Buyer should refer to the descriptions of the three membership levels to determine the fees applicable to each membership level.
4. Payment Terms. All invoicing for services performed by PartGuard will be performed through PartGuard’s use of Micro Ram Electronics, Inc.’s standard invoice. Buyer must pay all invoices within 10 days of the date of each invoice, unless other payment terms are specified in the Order or invoice. All unpaid invoices will incur a late fee of 1.5% of the unpaid balance per month for each month or partial month past due. All prices are exclusive of sales and use taxes and any other similar taxes or fees that are imposed on the transaction or the delivery of the Services. Buyer will be responsible for all such taxes and fees.
5. Pricing and Terms for Goods. All pricing for goods ordered by Buyer from PartGuard, and all terms and conditions related thereto, are set forth in and shall be governed by Micro Ram Electronics, Inc.’s standard invoice billed to Buyer for such goods. Notwithstanding anything herein to the contrary, this Agreement applies only to the Services to be provided to Buyer as set forth herein.
6. Termination.
6.1 Termination. Either party may terminate this Agreement for any reason upon written notice to the other party.
6.2 Termination Not to Affect Rights. The termination of this Agreement for any reason shall not affect (a) the right of PartGuard to receive amounts to which it is entitled pursuant to this Agreement, or (b) the right of either party to seek damages from the other party with respect to the events giving rise to the termination of the Agreement.
7. LIMITATION ON WARRANTIES. SERVICES PROVIDED BY PARTGUARD TO BUYER ARE GOVERNED BY MICRO RAM ELECTRONICS, INC.’S STANDARD WARRANTY AND INSURANCE PROVISIONS. EXCEPT AS SPECIFICALLY STATED HEREIN AND AS SPECIFICALLY STATED IN MICRO RAM ELECTRONICS, INC.’S STANDARD WARRANTY AND INSURANCE COVERAGE, PARTGUARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. No Consequential or Incidental Damages. To the maximum extent permitted by applicable law, in no event shall PartGuard be liable for any special, punitive, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the Services or this Agreement.
9. General Provisions.
9.1 No Agency. Nothing contained in this Agreement shall be deemed to create any association, partnership or joint venture between the parties.
9.2 Assignment. No party may assign any of its rights without the prior written consent of the other party.
9.3 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the successors and permitted assignees of the parties.
10. Website Notices and Disclaimers.
10.1 Monitoring. Information, text, graphics, software, and other content that make up this Website (“Content”) reside on a computer operated by PartGuard or its representative. Anyone accessing this Website consents to monitoring of this access and use by system or security personnel. Access to this Website is monitored. Use of this Website constitutes consent to such monitoring.
10.2 Privacy: PartGuard will not share or disclose any personally identifiable information about Buyer to any third parties without Buyer’s consent, unless such disclosure is necessary to help PartGuard operate the Website and only if those third parties have Website. PartGuard’s privacy policy does not protect any information Buyer provides outside of the Website.
10.3 Children's Privacy: PartGuard does not solicit orders or knowingly collect personally identifying information from children under the age of thirteen. If PartGuard believes or becomes aware that a child under thirteen has submitted such information, PartGuard will delete the information.
10.4 License: PartGuard grants Buyer a limited license to access the Website for Buyer’s personal use only. Any commercial use or use for data collection and/or profit is not allowed.
10.5 Security: Upon placing an order on the Website, Buyer will be asked to set up a password and account. Although the Website has security measures to protect against loss, misuse or alteration of Buyer’s information, Buyer will be responsible for keeping Buyer’s password confidential and will bear all liability for any activity resulting from the use of Buyer’s account or password. Buyer agrees not to use any device, software or routine or data to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website. Buyer agrees, further, not to use or attempt to use any engine, software, tool, agent, data or other device or mechanism to navigate or search the Website other than the search engine and search agents provided by PartGuard or generally publicly available browsers.
10.6 Copyright: All Content on the Website, including text, graphics, images, data compilations and lists, is the property of Micro Ram Electronics, Inc. or its licensors
and is protected by U.S. and international copyright law. Downloading, printing, copying, distributing or using the contents of any pages in the Website in any manner inconsistent with the license granted above and without prior written consent from Micro Ram Electronics, Inc. is prohibited. Nothing contained in this Agreement shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, copyright, trademark, or other intellectual property right of Micro Ram Electronics, Inc. or any third party, except as expressly granted in this Agreement.
10.7 Trademarks: Micro Ram®, MicroRam®, Part Guard®, PartGuard®, Partguard®, and the other trademarks used on the Website are the property of Micro Ram Electronics, Inc. or their respective holders who may or may not be affiliated with or sponsored by Micro Ram Electronics, Inc. Buyer agrees not to use the trademarks in any manner that infringes upon the ownership rights of Micro Ram Electronics, Inc. or such third party. Reference to or use of a product, service, or process does not imply recommendation, approval, affiliation, or sponsorship of that product, service, or process by Micro Ram Electronics, Inc.
10.8 Disclaimer and Limitation of Liability: Except for the warranties and representations made on the Website, TO THE EXTENT PERMITTED BY APPLICABLE LAW, PARTGUARD PROVIDES THE WEBSITE "AS IS," AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY OR CONTENT OF THE WEBSITE, OR THE PRODUCTS AND SERVICES PROVIDED BY THE WEBSITE, INCLUDING, WITHOUT LIMITATION, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PARTGUARD DOES NOT WARRANT OR REPRESENT THAT THE
WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PARTGUARD WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEBSITE, OR ON ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON BUYER’S INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF PARTGUARD IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DISCLAIMERS AND LIMITATIONS HEREIN MAY NOT APPLY IN CERTAIN STATES BUT SHALL APPLY IN ALL JURISDICTIONS WHERE SUCH DISCLAIMERS ARE LEGALLY ENFORCEABLE. Information on this Website may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. PartGuard may also make improvements and/or changes in the services and/or the programs described in this information at any time without notice. Information PartGuard publishes on the World Wide Web may contain references or cross references to PartGuard’s products, programs and services that are not announced or available in a particular geographic area. Such references do not imply that PartGuard intends to announce such products, programs or services in a particular geographic area. Buyer should consult PartGuard for information regarding the products, programs and
services which may be available to Buyer.
10.9 Changes to Terms and Conditions: PartGuard reserves the right to make changes to these Terms and Conditions. Any changes will be posted and will apply only to Buyer’s use after such posting. Any changes to these terms will be posted on the Website and will govern Buyer’s use of the Website after such posting.