Terms & Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.
IZIPART MEMBERSHIP AGREEMENT
1. ACCEPTANCE OF TERMS
1.1 WELCOME TO IZIPART’S SERVICE (the “SERVICE”).
1.2 Izipart may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by Izipart of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms.
2. THE SERVICE
2.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement. 2.2 The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Izipart and notified to you) (“Free Member Benefits”):
a) Company Profile – allows each Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
b) Products – allows each Member to display and edit descriptions, specifications and images of at least 5 products.
c) Unlimited Buyer Trade Lead Posting – allows each Member to post on the Site for public display offers to buy products and services from other users of the Site.
2.3 Izipart may suspend or terminate all or part of the above Free Member Benefits at any time in its sole discretion. Izipart reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.
2.4 Benefits, features and functions available to a Member may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.
2.5 The availability of any transactional features and functions on the Site to any Member may be conditional on verification of Member’s identity and/or its designated bank account by Izipart and/or its approved independent third parties.
2.6 Izipart shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member’s Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member’s business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, “multiple use”), may cause irreparable harm to Izipart and each Member shall indemnify Izipart against any loss or damages (including but not limited to loss of profits) suffered by Izipart as a result of such multiple use of an Account. Each Member hereby undertakes to notify Izipart immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Izipart shall not be liable for any loss or damages arising from the Member’s failure to comply with this paragraph.
2.7 Izipart reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Izipart further reserves the right to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Izipart.
2.8 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Izipart be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.
2.9 When you successfully complete the registration with Izipart Membership, you will be granted a Username. You are allowed to use the Username to login to the Site. You hereby represent and agree to authorize Izipart to use all the information associated with your Username to allow you to access the Site and for the purpose of facilitating your easy and fast access to the Izipart Site. Izipart reserves the right, without prior notice and at its sole discretion, to suspend, restrict or deny access to or use of your Username and services provided by Izipart if you:
(a) use the services provided by Izipart to defraud any person or entity;
(b) engage in any unlawful activities including without limitation those which would constitute the infringement of intellectual property rights, a civil liability or a criminal offence;
(c) engage in any activities that would otherwise create any liability for Izipart.
3. MEMBER RESPONSIBILITIES
3.1 Each Member hereby represents, warrants and agrees to
(a) provide true, accurate, current and complete information about itself and its business references as may be required by Izipart and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to Izipart to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
3.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not:
a) contain fraudulent information or make fraudulent offers of items or involve the sale or
attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
b) be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;
c) infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;
d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
f) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
g) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
i) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
j) involve attempts to copy, reproduce, exploit or expropriate Izipart’s various proprietary directories, databases and listings;
k) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and
l) involve any scheme to undermine the integrity of the computer systems or networks used by Izipart and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;
m ) link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms and Conditions; or
n) otherwise create any liability for Izipart or its affiliates.
3.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member’s business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member’s consent to be obtained before third parties may contact the business referees.
3.4 Member shall not take any action which may undermine the integrity of Izipart’s feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.
3.5 Each Member acknowledges and agrees that Izipart shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. Izipart does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
3.6 Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to Izipart or authorizes Izipart to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Site or provides to Izipart or authorizes Izipart to display.
3.7 If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if Izipart has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, Izipart has reasonable grounds to believe that such Member has willfully or materially failed to perform its contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if Izipart has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, Izipart has the right to suspend or terminate the Service and all Membership Benefits with respect to such Member without any compensation, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by Izipart. Further, Izipart reserves the right in its sole discretion to place restrictions on the number of product listings that a Member can post on the Site for such duration as Izipart may consider appropriate, and to remove any material it reasonably believes that is unlawful, could subject Izipart to liability, violates this Agreement or the Terms and Conditions or is otherwise found inappropriate in Izipart’s opinion. Izipart reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Izipart may disclose the Member’s identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and Izipart shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against Izipart for such disclosure. In connection with any of the foregoing, Izipart may suspend or terminate the Account of any Member as Izipart deems appropriate in its sole discretion.
3.8 Each Member agrees to indemnify Izipart, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Member’s use of the Service or from such Member’s breach of this Agreement or the Terms and Conditions. Each Member further agrees that Izipart is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Izipart reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Izipart in asserting any available defenses.
4. TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS
4.1 Through the Sites, Izipart provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. Izipart reserves the right to limit certain features and functions of the platform to prescribed Members. Despite the provision of the platform through the Site, Izipart does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Site. Izipart does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
4.2 Members are hereby made aware that there may be risks of dealing with people acting under false pretenses. Izipart uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, Izipart cannot and does not confirm each free member’s purported identity shown on the Site. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.
4.3 Each Member acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents (“Transaction Risks”). Each Member agrees that Izipart shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.
4.4 Members are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
4.5 Member agrees to provide all information and materials as may be reasonably required by Izipart in connection with its transactions made via the transactional platform on the Site. Izipart has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials.
4.6 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify Izipart (and our agents, affiliates, shareholders, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
5. USE OF CONTENT OF THE SITE
5.1 Izipart may provide its Members the use of a discussion board or other form of exchange on the Site free of charge to promote and encourage open, honest and respectful communication between all of our Members. The exchange and/or any form of communication on the Site shall not be used as a marketing platform by Members and Members shall not post any information relating to trade leads, promotion of their products or their company profile.
5.2 Each Member acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials (“content”), whether publicly posted or privately transmitted through a discussion board on the Site, are the sole responsibility of such Member from whom the content originated. This means that the posting Member, and not Izipart, is entirely responsible for all content that is uploaded or posted via our discussion boards or other form of communication on the Site. Izipart does not control the content posted via discussion boards or other form of communication on the Site and therefore does not guarantee the accuracy, integrity or quality of such content.
5.3 Izipart reserves the right to delete or edit any postings in its sole discretion without prior notice. Izipart may monitor posting activities of any Member who is in breach of this Agreement and may restrict their ability to post messages on the discussion boards on the Site. Under no circumstances will Izipart be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of the discussion boards by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness. Each Member understands that by using the Izipart discussion boards or exchanging any form of communication on the Site, such Member may be exposed to content that is offensive, indecent or objectionable.
5.4 Without prejudice to each Member’s responsibilities under Clause 3 of this Agreement, each Member agrees not to use the discussion boards on the Site to:
a) upload, post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b) harm minors in any way;
c) impersonate any person or entity, falsely state or otherwise
misrepresent your affiliation with a person or entity or disguise the origin of any content;
d) “stalk” or otherwise harass another;
e) collect or store personal data about other users;
f) upload, post or e-mail any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
g) upload, post or e-mail any content that infringes any intellectual property rights or other legitimate rights of any party;
h) upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, or any other form of solicitation;
i) upload, post or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
j) upload, post or e-mail any content that contains a complaint regarding Izipart’s services or refers to such a complaint on the Site or to any other Members; any such complaint must be directed to the customer service e-mail on the Site; or
k) violate any applicable national or internal laws or regulations.
5.5 Each Member acknowledges that Izipart does not pre-screen content but that Izipart shall have the right (though not the obligation) in its sole discretion to move, modify or remove any content that is posted or uploaded on the discussion boards on the Site.
5.6 Each Member grants to Izipart a perpetual, world-wide, royalty-free irrevocable, non-exclusive license (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) such Member uploaded, posted or supplied to Izipart for posting on the Sites and/or to incorporate such content in other works in any form, media or technology now known or developed.
5.7 Each Member shall indemnify and hold Izipart and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any content such Member uploaded, posted or e-mailed on or through the discussion boards or other exchange or communication on the Site, such Member’s use of the discussion boards or exchange or communication on the Site, or such Member’s breach of the provisions set out in Clause 5.4.
5.8 On being made aware of any such breaches, Izipart may ban, delete or prohibit any content that relates to those breaches or that Izipart in its sole discretion consider to be harmful to the public or the rights of Izipart or any of its affiliates, licensors, partners or Members.
5.9 Izipart reserves the right to take whatever action it deems necessary to prevent a Member’s breach of Clause 5.4 including the following:
a) issue a warning letter to the relevant Member (where the breaches are deemed by Izipart to be minor); or
b) ban the relevant Member from discussion boards or other form of communication on the Site (where the breaches are deemed by Izipart to be major).
All incidents will be logged and Izipart’s decision shall be final in all such cases.
5.10 All information and/or other content posted on the Site by the Izipart service team or by Members or third party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.
6. LIMITATION OF LIABILITY
6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IZIPART HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IZIPART MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.
6.3 Any material downloaded or otherwise obtained through the use of the Service is done at each Member’s sole discretion and risk and each Member is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from Izipart or through or from the Service shall create any warranty not expressly stated in this Agreement.
6.4 The Site may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Izipart and its affiliates be held liable for any such services or products.
6.5 Under no circumstances shall Izipart be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
6.6 Izipart shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Service;
b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Site;
c) unauthorized access by third parties to data or private information of any Member;
d) statements or conduct of any user of the Site; or
e) any other matter relating to the Service however arising, including negligence.
6.7 Notwithstanding any of the foregoing provisions, the aggregate liability of Izipart, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Member for all claims arising from the use of the Service or the Site shall be limited to US$10. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within either one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Izipart is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with Izipart or its affiliates. All rights not otherwise claimed under this Agreement or by Izipart are hereby reserved.
7.2 “IZIPART”, “IZIPART” and related icons and logos are registered trademarks or trademarks or service marks of Izipart FZC in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
8.1 This Agreement and the Terms and Conditions constitute the entire agreement between the Member and Izipart with respect to, and governs the use of, the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.
8.2 Izipart and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. 8.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
8.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
8.5 Izipart’s failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive Izipart’s right to act with respect with subsequent or similar breaches.
8.6 Izipart shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of Izipart). The Member may not assign, in whole or part, this Agreement to any person or entity.
8.7 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED ARAB EMIRATES (“UAE”)
WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS, AND THE PARTIES TO THIS AGREEMENT HEREBY AGREE THAT IF A DISPUTE IS NOT RESOLVED BETWEEN THE PARTIES AMICABLY WITHIN ONE (1) MONTH OF THE DISPUTE ARISING, THE PARTIES AGREE THAT THE DISPUTE SHALL BE FINALLY RESOLVED BY ARBITRATION WITH THE DUBAI INTERNATIONAL FINANCIAL CENTRE (DIFC) 8.7.1 IF ANY DISPUTE IS SUBMITTED TO THE DIFC FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE DIFC IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH LANGUAGE AND IN DUBAI. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD RENDERED BY THE DIFC SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.
8.8 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail. 8.9 There are no further clauses after this 8.9 for the Izipart Membership Agreement.
Izipart Product Listing Policy
NOTICE: THIS POLICY SHOULD NOT BE CONSIDERED EXHAUSTIVE IN NATURE AND SHALL BE UPDATED ON A CONTINUOUS BASIS. IF YOU ARE UNSURE ABOUT THE PRODUCT YOU WISH TO LIST WITH THE IZIPART.COM SITE (“SITE”) IN REGARD TO ITS APPROPRIATENESS OR LEGALITY, PLEASE CONTACT IZIPART.COM.
1. You may not post or sell any item that is restricted or prohibited by any law in any country or jurisdiction. Please be aware that the izipart.com website functions as a global marketplace; therefore the selling or posting of items may be prohibited because of laws outside of the jurisdiction where you reside.
2. Products prohibited by laws, regulations, sanctions and trade restrictions in any relevant country or jurisdiction worldwide or by virtue of international laws and regulations are strictly forbidden on izipart.com.
3. Products that are not -in the discretion of izipart.com, considered to be spare parts in the Manufacturing of Pharmaceutical and Food Industry may not be listed.
4. The listing of any products containing harmful substances is forbidden on izipart.com.
5. The listing of refurbished or used products is prohibited on izipart.com.
6. You are responsible for ensuring that your transaction is lawful and not in violation of any contractual obligation. Before posting an item on the Site, you should carefully read any contracts that you have entered into that might limit your right to sell your item on the Site. Izipart.com does not search for items that may raise these types of issues, nor can it review copies of private contracts, or adjudicate or take sides in private contract disputes. However, we want you to be aware that posting items in violation of your contractual obligations could put you at risk with third parties. Alibaba.com therefore urges that you not list any item until you have reviewed any relevant contracts or agreements, and are confident you can legally sell it on the Site.
7. If you have any questions regarding your rights under a contract or agreement, we strongly recommend that you contact the company with whom you entered into the contract and/or consult with an attorney.
8. The posting or sale of stolen property is strictly forbidden on the Site, and violates international law. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies or governments. Izipart.com supports and cooperates with law enforcement efforts involving the recovery of stolen property and the prosecution of responsible individuals.
9. Listing of counterfeits, non-licensed parts, unauthorized items, or items that do not have the required certifications of authenticity are strictly prohibited on the Site.
10. If the products sold bear the name or logo of a company, but did not originate from or were not endorsed by that company, such products are prohibited from the Site.
11. Postings of branded products are permitted if a certificate of authenticity has been issued by the brand owner.
12. Postings offering to sell or purchase counterfeits or other unauthorized items shall be subject to removal by Izipart.com. Repeated postings of counterfeit or unauthorized items shall result in the immediate suspension of your membership.
13. Izipart, in its sole and exclusive discretion, reserves the right to impose additional restrictions and prohibitions and to remove any listing that it may not consider to be a spare part in the Pharmaceutical and Food Manufacturing Industry.
14. There are no more clauses after this Clause 14 for the Izipart Product Listing Policy.
Izipart Transaction Services Agreement
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS. Thank you for trading on Izipart’s web-based transaction platforms. This Izipart Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the online transaction site www.izipart.com (the “Site”).
This Agreement contains various limitations on Izipart’s transaction services as well as gives various powers and authority to Izipart with respect to online transactions over Izipart site. This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller.
You should read this Agreement, and other Izipart Terms and Conditions incorporated herein by reference, carefully.
1. Application and Acceptance of Terms
1.1 Contracting Party. This Agreement is entered into between you (also referred to as “Member” hereinafter) and the Izipart entity Izipart FZC (“Izipart.com”, “Izipart” or “we”) for use of Izipart’s certain transaction services as described below.
1.2 Transactional Terms. Izipart provides an online transaction platform and ancillary services (“Transaction Services”) on the Izipart Site which allow registered members of the Izipart Site to conclude online transactions for products or services within the Izipart Site subject to the terms of this Agreement. Izipart may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies. As some or part of the Transaction Services may be supported and provided by affiliates of Izipart, Izipart may delegate some of the Transaction Services to its affiliates, who you agree may invoice you for their part of the Transaction Services.
1.3 Terms and Conditions. You agree that you shall also comply with relevant rules and policies published under the heading Terms and Conditions on the Izipart Site which are also incorporated into this Agreement by reference (“Izipart Terms and Conditions” or “Terms and Conditions”).
1.4 Binding Agreement. This Agreement, including the Izipart Terms and Conditions form a legally binding agreement between you and Izipart in relation to your use of the Transaction Services. By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement. Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.
1.5 Amendments. You acknowledge and agree that Izipart may amend any terms of this Agreement including the Izipart Terms and Conditions at any time by posting the relevant amended and restated version on the Site. The amended terms shall be effective immediately upon posting. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorized officer of Izipart.
1.6 Language Version. The Izipart Terms and Conditions are in English which is the prevailing version. Any translation thereof is provided for convenience only and the English language version will govern your use of the Iziaprt.com Site.
1.7 Izipart Partners and Affiliates. Some of the Transaction Services may be supported by our partners and/or affiliates. 1.8 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with Izipart or our partners or affiliates in connection with the Transaction Services (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions, as appropriate.
1.9 Membership Services. This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Site, unless otherwise stipulated in this Agreement or the relevant izipart membership agreement.
2. Transaction Services
2.1 Transaction Services. Izipart’s Transaction Services are designed to facilitate registered members of the Izipart Site to enquire, quote, place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Site (“Online Transactions”), which may include certain services which may be supported by partners and/or affiliates and/or users of Izipart Site. Izipart reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Izipart further reserves the right to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Izipart.
2.2 Members Only. Izipart’s Transaction Services are only available to registered members of the Izipart Site. If your subscription to the membership of the Izipart Site expires or is early terminated for any reason, you are not eligible to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement whilst your membership registration on the Izipart Site is terminated, Izipart shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as Izipart considers appropriate. If you are a Seller, you are required to have a valid bank account subject to verification and confirmation by Izipart and our partner and/or affiliates.
2.3 Types of Transactions. Izipart’s Transaction Services are available to types of Online Transactions permitted by Izipart only. For any type of Online Transactions, Izipart may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms. The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered member may vary for different countries and regions. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.
2.4 Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that: (a) may infringe Izipart’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights. (b) may be in breach of the Izipart Product Listing Policy; (c) may be in breach of any of the terms of the Izipart Terms and Conditions posted on the Izipart Site. Izipart shall have the right to refuse or cancel any Online Transaction in breach of this clause 2.4. 2.5 Refuse or Cancel Transactions. Apart from clause 2.4, Izipart reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified as constituting credit or fraud risk, where Izipart has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Izipart or any of our affiliates to liability. Izipart may also require additional verifications or information for any Online Transaction.
2.6 Transactional Terms. For any type of Online Transactions, Izipart may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.
2.7 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Izipart shall have the full right and power to make a determination for such Dispute. Upon receipt of a Dispute, Izipart shall have the right to request either or both of Buyer and Seller to provide supporting documents. You agree that Izipart shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Izipart is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. You agree not to hold Izipart and our affiliates liable for any material which is untrue or misleading.
2.8 Powers of Izipart. You expressly acknowledge and agree that Izipart shall have the full power, authority and discretion to reject or cancel an Online Transaction and to make a determination on any dispute between buyer and seller including the remittance of the funds under an online transaction that are held or administered by Izipart in accordance with this Agreement. You also acknowledge that this Agreement or the Izipart Terms and Conditions may not cover all issues that may arise in connection with an Online Transaction. You agree and accept that Izipart shall have the right to modify or supplement the Terms and Conditions. You further agree and accept that Izipart shall have the right to make determinations wherever Izipart considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Terms and Conditions or this Agreement.
2.11 Izipart’s Records. In case of any dispute in connection with any Online Transaction, the records of Izipart shall take precedence and be conclusive.
2.12 Transactions involving a third party finance provider. You agree that: (a) Izipart does not guarantee any third party finance provider (the “Lender”) will provide financing to Buyer in connection with the Online Transaction and shall not be held liable to Buyer or Seller in connection with any third party financing in connection with the Online Transaction; (b) each of Buyer and Seller hereby authorizes Izipart to disclose information related to Buyer, Seller and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and (c) any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the Buyer. Notwithstanding the power given to Izipart under this Agreement, it is not Izipart’s obligation to resolve or assist in the resolution of such dispute.
3. Transactions between Sellers and Buyers
3.1 Seller and Buyer. For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.
3.2 Online Order. Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Izipart Site. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc. Izipart may refuse to process or cancel any Online Transaction which in Izipart’s reasonable opinion, has insufficient information to constitute a binding contract.
3.3 Online Transactions Subject to This Agreement. An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Terms and Conditions. Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Terms and Conditions and this Agreement. Seller or Buyer may only cancel any Online Transaction according to the relevant Terms and Conditions.
3.4 Transaction between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only. Despite that Izipart provides the Transaction Services and, if applicable, may conduct formality review of an Online Transaction, Izipart shall not be considered as a party to the Online Transaction. Izipart does not represent Seller or Buyer in any Online Transaction. Izipart will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction or the ability of either Seller or Buyer to complete any Online Transaction. You agree that you will not hold Izipart and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
3.5 Payment of Contract Price. For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller according to any option that is made available directly by Izipart on the Izipart Site.
3.6 Payment Methods. Please note that the payment methods available on the Izipart Sites may be provided by Izipart’s partners. If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Izipart has the right to refund the money so requested by the payment service partner without liability to Seller. Izipart will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners. However, if the participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.
3.7 Third Party Vendors. You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, etc. Some of such third party vendors may be partners of Izipart and thus designated by Izipart to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Izipart Site. Notwithstanding the foregoing circumstances, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold Izipart and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors.
3.8 Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.
4. Izipart Service Fees
4.1 Service Fees. Izipart does not charge any service fees for Online Transactions at the date above written. However, Izipart reserves the right to charge any service fees for Online Transactions upon reasonable prior notification published on the Izipart Site in the form of a fee schedule announced from time to time by Izipart on the Izipart Site. In the case that at that stage, the Online Transaction adopts a payment portal, you hereby authorize Izipart to instruct the payment portal to deduct any service fees that are due and payable to Izipart under an Online Transaction and to pay the same to Izipart when the payment portal releases any amount held by it under the Online Transaction. Neither Izipart nor the payment portal has any control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.
4.2 Third Party Fees. Izipart is not responsible for any fees for any service or product that you may acquire or purchase in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third party vendors.
4.3 Taxes, Financial Charges Not Included. All fees, if any, charged by Izipart are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event Izipart is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Izipart. You will also be liable for any financial charges for remission of funds to you, and Izipart shall have the right to pay such charges from such funds. Izipart and any payment portal available on Izipart Site shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.
5. Member’s Responsibilities
5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Izipart’s provision of the Transaction Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Izipart shall not be liable for any loss or damages arising from such default.
5.2 Representations and Warranties. You represent and warrant that: (a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations,including laws related to anti-money laundering and counter-terrorism financing; (b) all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive; (c) you will not use the Transaction Services to defraud Izipart, our affiliates, or other members or users of the Izipart Site or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and (d) in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and (e) in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and (f) in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.
5.3 Breaches. If you are, in Izipart’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise in breach of this Agreement, Izipart shall have the right to cancel the relevant Online Transaction(s). Izipart also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Izipart Site. Izipart also reserves the right to (i) temporarily suspend the transaction functionalities of your account with Izipart for a prescribed period determined by Izipart, or permanently terminate the use of your Izipart account and/or (ii) authorize the payment portal to temporarily suspend the transaction functionalities of your Payment portal account for a prescribed period determined by Izipart, or permanently terminate the use of your payment portal account. Izipart may also publish the findings, penalties and other records regarding the breaches on the Izipart Site.
5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.
5.5 Feedback System. You shall not take any action which may undermine the integrity of Izipart’s feedback system, such as providing positive feedback on oneself on the Izipart Site using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Izipart Site.
5.6 Indemnification by Member. You agree to indemnify Izipart and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement. Izipart reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Izipart in asserting any available defenses.
6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other members of the Izipart Site or Izipart in connection with any Online Transaction or the Transaction Services.
6.2 Confidential Information. All information and material provided by another member of the Izipart Site or Izipart will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
7. Disclaimer and Limitation of Liability
7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASES, AND IZIPART MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. IZIPART MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE IZIPART SITES. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. IZIPART AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.
7.2 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, IZIPART SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES. THE AGGREGATE LIABILITY OF IZIPART AND OUR AFFILIATES, PARTNERS AND AGENTS ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY IZIPART OR US$1,000.
7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.
8. Force Majeure
8.1 Force Majeure. Under no circumstances shall Izipart and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.
9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Izipart Site. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Izipart by sending the notices to Izipart at our registered office as published on the Izipart Site from time to time.
10. Governing Law; Jurisdiction
10.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED ARAB EMIRATES WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.
10.3 DISPUTE BETWEEN BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER FROM OR IN CONNECTION WITH AN ONLINE TRANSACTION, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN TWO (2) WEEKS OF THE TRANSACTION, YOU AGREE TO SUBMIT THE DISPUTE TO IZIPART FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH IZIPART’S DETERMINATION, YOU MUST APPLY TO THE DUBAI INTERNATIONAL FINANCIAL CENTRE (“DIFC”) FOR ARBITRATION AND NOTIFY IZIPART OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER IZIPART’S DETERMINATION. IF EACH OF BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT IZIPART’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE PAYMENT PORTAL SERVICES, IZIPART MAY INSTRUCT THE PAYMENT PORTAL TO DISPOSE THE FUNDS HELD BY THE PAYMENT PORTAL ACCORDING TO SUCH DETERMINATION. FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST IZIPART, OUR PARTNERS, OUR AFFILIATES AND AGENTS.
10.4 Other Disputes. In case a Dispute arises between you and Izipart in any other circumstances, if the Dispute is not resolved between you and Izipart, you and Izipart agree that the Dispute shall be finally resolved by arbitration with the DIFC.
10.5 DIFC ARBITRATION. IF ANY DISPUTE IS SUBMITTED TO THE DIFC FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE DIFC IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND IN DUBAI. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD RENDERED BY THE DIFC SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.
10.6 Indemnification. If you initiate any legal proceedings against Izipart or our affiliates in breach of this clause 10, including any legal proceedings disputing Izipart’s determination which has become binding on you according to this clause 10, you shall hold Izipart and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.
10.7 Limitation Period. In any event, you may not make any claim against Izipart or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.
10.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
11. General Provisions
11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Izipart with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
11.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser- franchisee relationship is intended or created by this Agreement.
11.5 No Waiver. Any failure by Izipart and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
11.6 Assignment. Izipart shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Izipart may delegate certain of Izipart’s rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.
11.7 This Agreement has no further clauses after this Clause 11.7 for Izipart Transaction Services Agreement.