Terms & Conditions

Welcome to Partsimony, Inc. Partsimony provides access its Website to the public and members subject to the following terms of use. By accessing, viewing, posting, using or downloading materials from this Website, you agree to be bound by these terms of use and conditions. If you do not agree with these terms of use do not use this Website.

Where Partsimony has provided you with a translation of the English language version of the Legal Information and Terms of Use, then you agree that the translation is provided for your convenience only and that the English language versions of the Legal Information and Terms of Use will govern your relationship with Partsimony. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

Use of Materials on Partsimony Website

Unless otherwise specified, you may view and download the materials on this Website for your personal, informational, commercial and non-commercial purposes, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not modify the materials on this Website in any way or reproduce or publicly display, perform, post, transmit, distribute or otherwise use them for any public or commercial purpose. Partsimony reserves all rights to its copyrights, trademarks and other intellectual property.

Membership Subscription Agreements

Services under Membership Subscription Agreements ("Agreements") are available to corporations, other business entities and individuals that have signed their acceptance of this Agreement and have provided the information requested on the Membership Subscription Agreement form. These individuals and entities known as "Manufacturers", "Suppliers", “Vendors”, “Users”, “Inventors”, “Innovators”, or "Buyers" represent that they are legally permitted in their jurisdiction to enter into agreements for the services offered by the Partsimony website and that they are also legally able to offer goods and services in accordance with those that they may quote on via the Partsimony marketplace. Memberships are for approved Partsimony users only, and may not be shared within an organization or any other platform. Partsimony reserves all rights as to the granting of a Membership Subscription. Prior to utilizing the Partsimony website, Members are required to complete their Profiles with accurate and current information. Manufacturers will not be able to utilize the site to submit quotes until the Profile is complete and approved, as determined by Partsimony. Access to Request for Proposals (RFPs), Request for Quotes (RFQs), or bids are limited to the categories approved for.

Transactional fees occur once a Manufacturer receives payment for an order and are non-refundable. Transactional fees shall be charged at 10% of the total order currency value. For example, Partsimony shall receive $10 on a $100 order once the Manufacturer has received payment from the respective User.

Non-Solicitation of Users, Customers, Customer Prospects, and Manufacturers

Partsimony is a platform against spamming. Engineers, Sourcing Professionals, Manufacturers, and all others registering as Users on Partsimony agree to not, directly or indirectly, solicit or attempt to solicit any business outside the Partsimony platform from any of Partsimony’s Clients/Users, Customer Prospects, or Vendors with whom Material Contact was made while on the Partsimony platform.

Termination

We may terminate your membership including Paid Membership and delete your data immediately if you breach any clause of this Terms of Use agreement, our Privacy Policy or Security Policy the latter two of which are incorporated herein by reference. We may also terminate your membership if we are unable to verify or authenticate any information you provide to us. You may terminate your membership by sending us a notice to hello@partsimony.com. Termination of your membership does not relieve you of any financial obligations due under any Membership Subscription or to fulfill contractual obligations to other members of Partsimony.

Use of Downloadable Software

Any software that may be downloaded from this Website are licensed subject to the terms of the applicable license agreements. Except for rights granted pursuant to such license agreements, Partsimony and its licensors reserve all intellectual property rights, title and interest in such software.

Partner and other Third Party Descriptions

This Website contain information concerning various third parties (often referred to as "partners") who offer products or services compatible with Partsimony products. This information is provided for your convenience only. Partsimony is not responsible for and does not warrant any third party product or service or the accuracy of any description.

Links to Other Websites:

Partsimony provides certain links to other websites as a convenience to you. Partsimony does not monitor nor control the content of any other website and assumes no responsibility or liability of any kind for any material or communications available at such websites. Partsimony is not responsible for the content of any site that may be linked to from the Partsimony Website.

Disclaimer of Warranty

Information on this Website may contain typographical errors or factual inaccuracies or be incomplete or out of date. Information may be changed or updated without notice. Partsimony may make changes and/or improvements in the products and/or programs described on its Website at any time without notice. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND PARTSIMONY, ALL MATERIALS PROVIDED ON ITS WEBSITE ARE PROVIDED AS IS, WHERE IS, AND AS AVAILABLE. WE MAKE ABSOLUTELY NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SITE OR SERVICES, AND HEREBY NOTIFY USERS THAT OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

Limitation of Liability

IN NO EVENT SHALL PARTSIMONY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION OR LOSS OF PROFITS, REVENUE, DATA LOSS OR DATA USAGE INCLUDING PERSONAL INJURY OR DAMAGES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER BASED ON WARRANTY OR IN CONTRACT, TORT, OR OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES, ARISING FROM YOUR ACCESS TO, OR USE OF, ITS WEBSITE OR ANY OTHER HYPERLINKED WEBSITES, EVEN IF PARTSIMONY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF A PAID SUBSCRIPTION MEMBERSHIP, THEN IN NO EVENT SHALL PARTSIMONY's TOTAL CUMULATIVE LIABILITY EXCEED THE PAID MEMBERSHIP FEE ASSOCIATED WITH THE PAID SUBSCRIPTION MEMBERSHIP.

Indemnification

You agree to indemnify us from and against any and all claims and damages of any kind (including attorneys' fees) resulting from your use of the Partsimony Website, from your breach of any provision of the Terms of Use, Security Policy or Privacy Policy or from any actions you take. We reserve the right to report any wrongdoing by you, if we become aware of it, to the applicable government authorities.

Release

Partsimony does not get involved in Member-to-Member transactions, in the event that you have a dispute with one or more Members, you have agreed to release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the Partsimony Website or such disputes. You waive the provisions of any state, province, or country law limiting or prohibiting a general release.

User Submissions/ Messaging

You are prohibited from posting or transmitting to or from this Website any unlawful, threatening, libelous, defamatory, obscene, pornographic, confidential or other material that would violate any law, including without limitation, copyright, trademark, trade secret, or any rights of third parties including any content that violates community standards. Partsimony may, but is not obligated to, monitor or review any areas on this Website where users transmit or post communications. Partsimony will have no liability for the content of any communications, whether or not arising under the laws of copyright, trademark, trade secret, libel, privacy, obscenity or otherwise. Partsimony and its administrators and moderators reserve all rights to remove any information deemed off-topic, unlawful, threatening, libelous, defamatory, obscene, pornographic, confidential or other material that would violate any law, including without limitation, copyright, trademark, trade secret, or any rights of third parties including any content that violates community standards. Partsimony and its administrators and moderators also reserve all rights to block or otherwise expel any user or member of Partsimony or its Website who is deemed to have violated these terms including IP addresses or ranges of IP addresses at the discretion of Partsimony administrators and moderators. Partsimony may also prohibit users or members from utilizing this Website if these users or members are in certain jurisdictions that are considered state sponsors of terrorism.

Export control

By downloading or accessing software or technical data, you are agreeing not to import, export or re-export, either directly or indirectly (including transmission and shipment) except in accordance with all applicable laws of the land where you reside, and you are accepting responsibility to determine what is necessary to assure such compliance. In particular, but without limitation, you agree not to export, re-export or provide the software or technical data: (i) to any national or resident including those of Cuba, Iraq, Iran, Sudan, Libya, Syria, North Korea, or to any other country embargoed or restricted by the U.S. (This list of countries is current as of May 2008 but is subject to change); (ii) to anyone on the U.S. Commerce Department's Table of Denial Orders or the U.S. Department of Treasury's Specially Designated Nationals Lists; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any agency of the U.S. Government. You are also agreeing not to download, transfer, export or re- export Partsimony products, technology or software to your customers or any intermediate entity in the chain of supply if our products will be used in the design, development, production, stockpiling or use of missiles, chemical or biological weapons or for nuclear end uses. In addition, you are also agreeing that you will not export any Confidential Information from the United States except in full compliance with all requirements of the International Traffic in Arms Regulations (ITAR), the Export Administration Act and all other applicable laws and regulations. In addition, you will avail yourself of the Government policies and Arms Control laws and regulations of the land where you reside and access these websites.

Applicable Laws

This Website is controlled by Partsimony, Inc. from its office in Wilmington, Delaware, USA. Partsimony makes no representation that materials at its Website are appropriate or available for use outside of its locations in the United States, and access to them from territories where their contents are illegal is prohibited. Those who access this site from other jurisdictions do so on their own initiative and are responsible for compliance with applicable local laws. Any claim relating to the materials on this Website shall be governed by the substantive laws of the government of the United States, excluding its principals as to conflicts of law or the United Nations Convention on contracts for the International Sale of Goods. Any dispute arising out of or in connection with the use or access or otherwise related to its websites shall be finally settled by a competent court in the United States.

In addition, your use of the Partsimony website represents your agreement that you shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Website, and that your quoting and purchasing of products and services and your posting and retrieval of information (including without limitation those governing, unfair competition, antitrust, and false advertising). You also acknowledge that we have an express policy of complying with all applicable laws, including but not limited to antitrust laws, and that the operation of the Website is not intended to facilitate collusion or other illegal agreements among competitors. To further that end, you represent and warrant to us that you do not intend to use the Website in violation of any antitrust laws and will not knowingly act as a conduit or intermediary for price-fixing or any other anti-competitive activities. You are also responsible for paying all applicable fees, duties and taxes you may incur as a result of conducting business via the Website.

Users and Manufacturers

Users including Engineers, Sourcing Professionals and all others registering as Users and sourcing on Partsimony represent that they are the owners of the intellectual property placed on the Partsimony Website for sourcing or that they have the full authority to do so including to place drawing files on the Website which are then disseminated to the manufacturer community. Partsimony does not guarantee that quotes will be received by Users sourcing RFPs.

Manufacturers and all others registering as Manufacturers and providing quotes on Partsimony further represent that they will respect the intellectual property of the Users. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part by Manufacturers in connection with the Services shall be the exclusive property of the respective User. Upon request, Manufacturers shall sign all documents necessary to confirm or perfect the exclusive ownership of the respective User to the Work Product.

Manufacturers also agree that they receive membership accounts in their own name or their companies name and that these are single user accounts which may not to be used by multiple persons. Named companies may transfer accounts in the event that an employee originally assigned an account is no-longer in that position due to reassignment or no-longer works for the company. Companies purchasing a multi-user account may utilize their accounts for named users only.

Users and Manufacturers are responsible for performing their own additional due diligence on one another prior to soliciting quotes or providing quotes or awarding work and transacting business. This due diligence may take forms not provided by the Partsimony Website.

Service warranty

The use of the Partsimony Website may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications (including but not limited to circumstances such as: acts of sabotage, embargo, war, closing by governmental authorities, strikes, interruptions of telecommunications, floods, lightning, fire, earthquakes, viruses or other electronic impediments, or intentional or accidental errors committed by Users). Users and Manufacturers acknowledge that Partsimony is not responsible for any delays, failures or other damage resulting from such limitations and that while every effort is made to provide industry standard uptimes of its, this is not guaranteed and furthermore Partsimony reserves to the right to interrupt service for scheduled or unscheduled maintenance or to fix bugs and errors as they occur.

Notices

You shall provide any required notice to us by e-mail to hello@partsimony.com. We shall provide any notices to you by e-mail to the e-mail address you provided during your registration. Notice shall be deemed given 24 hours after the e-mail is sent, unless the sending party receives notice that the email has not been delivered (for reasons beyond the control of the recipient).

Communications

When you agree to use any Partsimony services, or send emails to us, you are communicating that you consent to receive communications from us. We will communicate with you by email, fax or by posting notices on this site or through other Partsimony services. You agree that all agreements, notices, disclosures and other communications that we provide to you satisfy any legal requirement that such communications be in writing.

Other General Provisions

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Changes to these Terms of Use

Partsimony may at any time revise these Terms of Use by updating this posting and without directly informing you. You are bound by any such revisions. Partsimony reserves all rights pertaining to its Website. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of the Partsimony website.

This Legal Information and Terms of Use was last updated April 24, 2019.