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Participation Agreement
1. ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT
TestQuote services are provided to you (hereafter referred to as
"Participant") under the terms and conditions of this Service
Agreement and any operating rules or policies that may be published by
TestQuote. This Service Agreement comprises the entire agreement between
Participant and TestQuote and supersedes all prior agreements between
Participant and TestQuote regarding the subject matter contained herein.
BY COMPLETING THE REGISTRATION
PROCESS, PARTICIPANT AGREES TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THE SERVICE AGREEMENT
.
2. DESCRIPTION OF SERVICE
TestQuote is providing the Participant with a capability to send and
receive requests for quotations and responses to request for quotations via the
World Wide Web and on TestQuote's own system. Complete Program information may be
reviewed by visiting respective Participant's "How It Works" and "F.A.Q.'s"
information on this site. Participant must (1) provide all equipment, including a computer and modem,
necessary to establish a connection to the World Wide Web; and (2) provide for own access to the World
Wide Web and pay any telephone service fees associated with such access. In
consideration for this Service, the Participant agrees to provide certain
current, complete, and accurate information about the Participant as prompted to
do so by TestQuote, and to maintain and update this information as
required to keep it current, complete and accurate. All information requested on
the original registration shall be referred to as "Registration
Information". Furthermore, the Participant grants TestQuote the
right to disclose to other participants of TestQuote certain Registration
Information about the Participant to validate the Request for Quotations or
Responses to the Request for Quotations. Such disclosures will exclude
information identified by the Participant as non-releasable. TestQuote
may release limited, general information about the Participants in
TestQuote, so unregistered users may make an informed decision about
becoming a Participant. TestQuote is required to disclose information
identified under any applicable law or legal process served on TestQuote.
If any information provided by Participant is inaccurate, TestQuote
retains the right to terminate Participant's membership and rights to use the
TestQuote Service.
3. MODIFICATIONS TO SERVICE AGREEMENT
TestQuote may change the terms and conditions of the Service Agreement
from time to time. Upon any change in the terms and conditions of the
TestQuote Service, TestQuote will notify you by posting the
changes as a start-up screen prior to your subsequent use of the Service. If you
agree to be bound by the changes, you must again click the "I Accept the
Service Agreement" button that will follow the posted changes. If you do
not click the "I Accept the Service Agreement" button, you may
terminate your use of the Service at that time. Participant's continued use of
the Service constitutes an affirmative: (1) acknowledgment by Participant of the
TestQuote Service and its modifications; and (2) agreement by Participant
to abide and be bound by TestQuote and its modifications.
4. MODIFICATIONS TO SERVICE
TestQuote reserves the right to modify or discontinue the Service with
or without notice to Participant. TestQuote shall not be liable to
Participant or any third party should TestQuote exercise its right to
modify or discontinue the Service.
5. PRIVACY POLICY
It is TestQuote's policy to respect the privacy of its Participants.
Therefore, in addition to the privacy of registration data as discussed in
Section 2 above, TestQuote will not step outside the role of operating
the Service and will not monitor, edit, or disclose the contents of a request
for quotation, a response to a request for quotation, communications, or other
material unless required to do so by law or in the good faith belief that such
action is necessary to: (1) conform to the edicts of the law or comply with
legal process served on TestQuote; (2) protect and defend the rights or
property of TestQuote; or (3) act under exigent circumstances to protect
the personal safety of its Participants or the public. Participant acknowledges
and agrees that TestQuote neither endorses the contents of any
Participant's request for quotations, response to request for quotations,
communications, or other material nor assumes responsibility for any
threatening, libelous, obscene, harassing or offensive material contained
therein, any infringement of third party intellectual property rights arising
therefrom or any crime facilitated thereby. Participant acknowledges and agrees
that certain technical processing of requests for quotation, responses to
requests for quotation, communications, and other material on TestQuote
and their content may be required to: (1) publish requests for quotation and
receive responses to requests for quotation; (2) conform to connecting networks'
technical requirements; (3) conform to the limitations of the Service; or (4)
conform to other similar requirements.
6. PARTICIPANT ACCOUNT
Once you become a Participant of the TestQuote Service, you shall
receive a member account. You are entirely responsible for any and all activities that occur under your
account. You may refer additional users to set up a new account, and you may close an existing one at your convenience.
Participant agrees to immediately notify TestQuote of any unauthorized
use of Participant's account or any other breach of security known to
Participant.
7. PROCESS FOR EXECUTING CONTRACTS
Participant requirements:
Clients will request quotes from participating Suppliers through this Service, providing requirements as specified in the online Quote Request submission form.
If a participating Supplier is able to satisfy a Client request, the Supplier submits a Quote Request Response, specifying all required terms for satisfying the request as presented by the Client's original request submission.
If a participating Supplier's response is selected by a Client by the end of the Client's selected response period, both the awarded Supplier and the Client are expected (but not obligated) to complete the transaction.
If the Client elects to move forward with the transaction, the Client will submit a purchase order to TestQuote, who will in turn forward the purchase order to the awarded Supplier. The awarded Supplier may accept the terms of the Client’s purchase order, and enter into a binding contract with the Client upon faxing an order confirmation to TestQuote. TestQuote will, in turn, fax the confirmation to the Client. Once the Client receives an order confirmation, all terms of the transaction, based upon the Client’s initial requirements, as well as any additional terms in the Supplier response, are final. Both the awarded Supplier and the Client are then bound by the conditions of the equipment or service agreement included in the purchase order.
Use of the Service may result in the formation of legally binding contracts between participating Suppliers and Clients from various jurisdictions. The laws of those jurisdictions will preclude and apply as to the ability of businesses to enter into such contracts.
8. TERMS OF PURCHASE, SALE, RENTAL, LEASE, CALIBRATION & REPAIR
Participating Supplier is required to provide Clients the following standard terms of purchase, sale, rental, lease, calibration, or repair. TESTQUOTE WILL NOT BE RESPONSIBLE WHATSOEVER FOR THESE TERMS BUT ONLY PROVIDES THESE TERMS AS DEFAULT TERMS FOR TRANSACTIONS MADE THROUGH OUR SERVICE. Unless otherwise agreed upon by the awarded Supplier and a Client, the following terms will govern the transaction between the Supplier and a Client;
Payment is maximum net 30 days on approved credit, and late payments may be subject to interest charges;
The Client is responsible for all applicable sales and use taxes;
Shipment of Goods:
Supplier will include the cost of shipping to Client's zip code along with its response price for the requested equipment or service. TestQuote will present Client with each Supplier's TOTAL RESPONSE PRICE, and the Client may make a final determination on the total response price submitted by each Supplier. The awarded Supplier may not additionally charge the Client to ship the equipment beyond the shipping cost presented in their quote response submission. The Client will be responsible for the costs of returning the equipment;
A rental or lease term begins the day equipment is shipped by the Supplier and ends the day the returned equipment is received by the Supplier;
After an initial rental or lease term has expired, renewal rates are subject to change;
Client bears the risk of loss and damage and is responsible for insurance coverage during the rental or lease term;
A Client has no purchase rights for rented or leased equipment unless otherwise stated by Supplier;
Title to equipment sold to Client passes to the Client upon Supplier's receipt of payment;
Title to equipment sold to Supplier passes to the Supplier upon Client's receipt of payment.
9. PRODUCT WARRANTY
Suppliers are required to provide the following applicable warranties for all products sold, rented, leased, calibrated, or repaired through the Service. Suppliers agree and acknowledge that they, and not TestQuote, provide warranties for products sold, rented, leased, calibrated, or repaired through the Service, and TestQuote shall not be held liable in any way for a defect or damage to any product, nor for Supplier breach of any product warranty given through the Service, and TestQuote shall have no responsibility to replace, repair or otherwise remedy any problems with products sold, rented, leased, calibrated, or repaired through the Service. Unless otherwise agreed to by the Supplier and a Client, the warranties are as follows:
NEW EQUIPMENT
New equipment is to be shipped with the full Original Equipment Manufacturer's Warranty.
RECONDITIONED EQUIPMENT
General-purpose test equipment is calibrated to manufacturer’s specifications. Suppliers must have calibration certificates available for Clients upon request, or may provide calibration certificates along with delivery of equipment;
For reconditioned equipment purchased by the Client, Supplier will provide the Client a minimum of both a five (5) day right of refusal and a sixty (60) day warranty against damage and defects. Supplier agrees, at their discretion, to repair or replace damaged or defective equipment, or to provide a refund to the Client for damaged or defective equipment, provided that the Client notifies Supplier within a minimum term of sixty (60) days of shipment date. Supplier may offer extended warranty and right of refusal terms to Client and all Supplier responsibilities shall extend through this term. Supplier will have no obligation to provide a remedy for damage or defects to equipment beyond the warranty terms agreed to in the purchase order, nor for equipment damaged by Client’s negligence or misuse;
For reconditioned equipment rented or leased by the Client, Supplier agrees, at their discretion, to repair or replace damaged or defective equipment, or to provide a refund to the Client for damaged or defective equipment, provided that the Client immediately notifies Supplier of any defect or damage to rental or leased equipment upon Client's receipt of the equipment, or during the rental or lease term.
SURPLUS EQUIPMENT
For Surplus Equipment sold by Client to Supplier, Client will provide the Supplier a ten (10) day right of refusal.
10. COMMISSIONS
Supplier acknowledges and agrees that for any transaction, you will agree to pay TestQuote a one-time, 10% fee of the total compensation payable under any contract that you enter into with any Client, any agent acting on Client's behalf, or any other party with whom you have contracted through use of this Service.
Any extension beyond the originally agreed upon contract is to be managed between Supplier and Client without any additional involvement from Testquote.
Supplier shall pay TestQuote, in U.S. Dollars, all payments hereunder within thirty (30) days of receiving an invoice from TestQuote. Supplier shall send all payments to TestQuote in accordance with the payment instructions on such invoice.
11. DISCLAIMER OF WARRANTIES
PARTICIPANT EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT PARTICIPANT'S SOLE
RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. TESTQUOTE EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. TESTQUOTE MAKES NO WARRANTY THAT THE SERVICE WILL MEET
YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR FREE; NOR DOES TESTQUOTE MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY
OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE
WILL BE CORRECTED. PARTICIPANT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR
DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT
PARTICIPANT'S OWN DISCRETION AND RISK AND THAT PARTICIPANT WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO PARTICIPANT'S COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. TESTQUOTE MAKES
NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE
SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PARTICIPANT FROM
TESTQUOTE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY
MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY
TESTQUOTE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE FOLLOWING: THE USE OR THE INABILITY TO USE
THE SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; ANY GOODS OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED; TRANSACTIONS ENTERED INTO THROUGH THE SERVICE;
UNAUTHORIZED ACCESS TO OR ALTERATION OF PARTICIPANT'S TRANSMISSIONS OR DATA, INCLUDING BUT
NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN
IF TESTQUOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT
APPLY TO YOU.
13. STORAGE AND OTHER LIMITATIONS
TestQuote assumes no responsibility for the deletion or failure to
store information. TestQuote has set no fixed upper limit on the number
of requests for quotation, responses to requests for quotation, communications,
or other material a Participant may enter or receive through the Service;
however, TestQuote retains the right, at TestQuote's sole
discretion, to determine whether or not the Participant's conduct is consistent
with the letter and spirit of the TestQuote Service, and may terminate the
Service if a Participant's conduct is found to be inconsistent with the
TestQuote Service.
14. PARTICIPANT CONDUCT
Participant is solely responsible for the contents of his or her
transmissions through the Service. Participant's use of the Service is subject
to all applicable local, state, national and international laws and regulations.
Participant agrees: (1) to comply with US law regarding the transmission of
technical data exported from the United States through the Service; (2) not to
use the Service for illegal purposes; (3) not to interfere with or disrupt networks
connected to the Service; and (4) to comply with all regulations, policies and
procedures of networks connected to the Service. The Service makes use of the
Internet to send and receive certain messages; therefore, Participant's conduct
is subject to Internet regulations, policies, and procedures. Participant will
not use the Service for placing requests for quotation that are not genuine and are
not intended to result in a transaction, or for placing responses to requests for
quotation that are not genuine and are not intended to be fulfilled. Examples of these types
of requests for quotation or responses to requests for quotation are requests
and responses designed to gather market data, survey prices, or gather some
other type of transaction information. If participant requests special
distribution of requests for quotation or other material on TestQuote,
participant is responsible for ensuring that the distribution of such request
for quotations or other material is not given to any person who has not given
specific permission to be included in such a process. Participant agrees not to
transmit through the Service any unlawful, harassing, libelous, abusive,
threatening, harmful, vulgar, obscene or otherwise objectionable material of any
kind or nature. Participant further agrees not to transmit any material that
encourages conduct that could constitute a criminal offense, give rise to civil
liability, or otherwise violate any applicable local, state, national or
international law or regulation. Attempts to gain unauthorized access to
TestQuote computer systems are prohibited. Participant shall not
interfere with another Participant's use of the Service or another entity's use
of similar services. The Participant agrees not to resell or make any commercial
use of the Service, without the expressed consent of TestQuote.
TestQuote may, at its sole discretion, immediately terminate Service
should Participant's conduct fail to conform to these terms and conditions of
this Service Agreement.
15. INDEMNIFICATION
Participant agrees to indemnify and hold TestQuote's parents,
subsidiaries, affiliates, officers and employees, harmless from any claim or
demand, including reasonable attorneys' fees, made by any third party due to or
arising out of Participant's use of the Service, the violation of this Service
Agreement by Participant, or the infringement by Participant, or other user of
the Service using Participant's computer, of any intellectual property or other
right of any person or entity.
16. TERMINATION
Either Participant or TestQuote may terminate participation in this Service with or
without cause at any time and effective immediately. Termination by TestQuote shall be
accompanied by a written notice to the Participant. TestQuote shall not
be liable to Participant or any third party for termination of Service. Should
Participant object to any terms and conditions of the Service Agreement or any
subsequent modifications thereto, or become dissatisfied with the Service in any
way, Participant's only recourse is to immediately: (1) discontinue use of the
Service; (2) terminate Service Membership; and (3) notify TestQuote of
termination. Upon termination of the Service, Participant's right to use the
Service immediately ceases. Participant shall have no right and
TestQuote will have no obligation to forward any unread or unsent
information to Participant or to any third party.
17. NOTICE
All notices to a party shall be in writing and shall be made either via
electronic mail or conventional mail. TestQuote may broadcast notices or
messages through the Service to inform Participant of changes to the Service
Agreement or other matters of importance; such broadcasts shall constitute
notice to Participant.
18. PARTICIPATION IN PROMOTIONS OF PARTICIPATING BUSINESSES
Participant may enter into correspondence with Businesses with whom Participant
contracts via TestQuote's Service. Any such correspondence, including the delivery
of and the payment for goods and services, and any other terms, conditions,
warranties or representations associated with such correspondence or promotions,
are solely between the corresponding Participant and the Business.
TestQuote assumes no liability, obligation or responsibility for any part
of any such correspondence or promotion.
19. PROPRIETARY RIGHTS TO CONTENT
Participant acknowledges that content, including but not limited to text,
software, music, sound, photographs, video, graphics or other commercially
produced information presented to Participant on the TestQuote Service is
protected by copyrights, trademarks, service marks, patents or other proprietary
rights and laws; therefore, Participant is only permitted to use this Content as
expressly authorized by the Service or the Advertiser. Participant may not copy,
reproduce, distribute, or create derivative works from this Content without
expressly being authorized to do so by the Service or the Advertiser.
20. LAWS
This service agreement shall be governed by and construed in accordance with
the laws of the state of Florida, excluding its conflict of law provisions.
Participant and TestQuote agree to submit to the exclusive jurisdiction
of the courts of the state of Florida. If any provision(s) of this Service
Agreement is held by a court of competent jurisdiction to be contrary to law,
then such provision(s) shall be construed, as nearly as possible, to reflect the
intentions of the parties with the other provisions remaining in full force and
effect. TestQuote's failure to exercise or enforce any right or provision
of the Service Agreement shall not constitute a waiver of such right or
provision unless acknowledged and agreed to by TestQuote in writing.
Participant and TestQuote agree that any cause of action arising out of
or related to this Service must commence within one (1) year after the cause of
action arose; otherwise, such cause of action is permanently barred. The section
titles in the Service Agreement are solely used for the convenience of the
parties and have no legal or contractual significance.
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