PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, AS WELL AS VARIOUS LIMITATIONS AND EXCLUSIONS.

The Terms (as defined below) are a contract between you (“you” or “User”) and Marvinet Limited, a company incorporated and registered in Ireland with company number 622994, whose registered office is at 5th Floor, Block A, the Atrium, Blackthorn Road, Sandyford, Dublin 18, Ireland (“Marvinet,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in the Terms to be a user of our website located at www.marvinet.com and all affiliated websites, including mobile websites and Marvinet mobile applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (the “Site”) and the services/products which can be accessed thereon (the “Services” or the “Site Services”). The date of your initial acceptance of the Terms will be recorded by us and evidenced on the Site (the “Effective Date”).

These Terms of Service include and hereby incorporate by reference the following important agreements, as they may be in effect and modified from time to time: (i) Site Terms of Use (contained in Appendix 1 of these Terms of Service); (ii) Privacy and Cookies Policy (contained in Appendix 2 of these Terms of Service); (iii) SaaS License Terms (contained in Appendix 3 of these Terms of Service); (iv) Data Processing Terms (contained in Appendix 4 of these Terms of Service); (v) the Additional Industry Terms (contained in Appendix 5 of these Terms of Service); and (vi) the Escrow and Sale and Purchase Terms (contained in Appendix 6 of these Terms of Service). These Terms of Service together with the terms and agreements contained in the Appendices are collectively, with these Terms of Service, called the “Terms”.

Subject to the conditions set forth herein, Marvinet may, in its sole discretion, amend these Terms at any time by posting a revised version on the Site. Marvinet will provide reasonable advance notice of any amendment that includes a Substantial Change, by posting the updated Terms on the Site, providing notice on the Site, and/or sending you notice by email. You will not be permitted to continue to use the Services, unless you accept the updated Terms. If the Substantial Change includes an increase to Subscription Fees charged by Marvinet, Marvinet will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Subscription Fees or any temporary or promotional Subscription Fees change. Any revisions to the Terms will take effect on the date which you accept them. 

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT ACCEPT THE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE RELEVANT SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

Defined terms and expressions used herein shall have the meanings given to such terms and expressions in Clause 17 of these Terms.

MARVINET ACCOUNTS

1. REGISTRATION AND ACCEPTANCE
2. By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms when prompted on the Site, you agree to abide by the Terms.
3. To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted.
4. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms, on behalf of yourself and the company.
5. ACCOUNT ELIGIBILITY
6. Marvinet offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby warrant and represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration (including tax/VAT registrations), or other requirements with respect to your business, or the business for which you are acting; (d) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts; (e) and your business(es) is/are not Insolvent; and (f) will keep all of your Account details up to date.
7. You must inform Marvinet as soon as possible if any circumstances arise which result in your inability to comply with the requirements set out in Clause 1.2.1 of these Terms.
8. USER ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (“User Profile”), which you consent to be shown to other Users and the public in the context of your utilisation of the Services. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your tax/VAT registrations and/or status, your skills, or the services/products your business provides and to correct any such information that is or becomes false or misleading.

 

1. ACCOUNT TYPES AND DISCRETION OF MARVINET
2. As described in this Clause, there are a number of different Account types which you can purchase depending on the number of User Subscriptions you need, and the prices for each Account type are displayed on the Site. The various Account types each have some technical differences also. Once you register for one Account type, you can switch to another Account type under the same username and password, by electing to do this on the Site. You agree not to have or register for more than one Account or to permit Users from outside of your organisation to use your Account without express written permission from us.
3. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account, or Marvinet reasonably believes that you are in any way involved in criminal, unethical or improper activities, or that you are using the Site or your Account in an improper or illegal way or so as to cause offence to any party.
4. Upon the request of a User, Marvinet may ‘certify’ certain Accounts by verifying the Account details against publicly available information, and Marvinet may then indicate on the Site that  such Accounts are certified. Marvinet may use third party providers to assist in this certification process, and any sharing of your Personal Data with such third party providers will be done in accordance with Data Protection Legislation. You hereby acknowledge Marvinet’s legitimate business interest to do so and also that Marvinet will take responsibilities only with regard to the verified and certified information/details and will not assume any further responsibilities.
5. ACCOUNT PERMISSIONS

You agree not to request or allow another person to create and/or use an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create and/or use an Account on behalf of your business. By granting other Users permissions under your Account (by purchasing new Account types in accordance with Clause 3 of these Terms, you represent and warrant that: (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into the Terms. If any such User violates the Terms, it may affect your ability to use the Site. Upon closure of an Account, Marvinet may close any or all related Accounts.

1. IDENTITY AND LOCATION VERIFICATION

When you register for an Account you agree that your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, tax/VAT registrations and/or status and your ability to act on behalf of your business on the Site. You authorize Marvinet, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us on a timely basis with complete and updated information and documentation about yourself and your business. Marvinet may certify Accounts in accordance with Clause 1.4.3 of these Terms.

1. USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Marvinet to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms.

1. PURPOSE OF SITE AND SERVICES
2. The Site is a marketplace where Users can search the Marvinet databases to identify each other as trading partners, share information (including User Uploaded Data) and advertise, negotiate and conclude the sale and purchase of goods/services online, through the Site. The Site facilitates the formation and conclusion of contracts for the supply of goods/services between Users (“Sale and Purchase Contracts”), by appointing the Escrow Agent on behalf of the User but not representing the User and providing a secure transaction service to the User as set out in the Escrow and Sale and Purchase Terms.
3. Marvinet platform also provides a Third Party Logistics service for the delivery of goods and their verification, by appointing a Logistics Provider on behalf of the User but not representing the User.
4. Marvinet furthermore providesthe subject of the Sale and Purchase Contracts, and uses a “smart contract” verification process to ensure that all conditions of the Sale and Purchase Contract between seller and buyer are fulfilled before payments for products/services are released.
5. The key features of Marvinet’ Sale and Purchase Contract Process are as follows:
6. A database with complete and up-to-date information on industry operators, including verified contact details.
7. An innovative marketplace where traders will place their sales offers (WTS) and purchase offers (WTB), with advanced search features.
8. An easy to use and immediate way of communication between the parties, with no language barriers.
9. A rating system for the operators, as a tool to support the decisions of the users.
10. A “smart contract” framework to be used by buyer and seller, with multiple options and clauses for conclusion of a WTB or WTS.
11. Quality and conformity checks of the goods at the logistics centers.
12. A frictionless payment system which will transfer funds very rapidly.
13. USER SUBSCRIPTIONS
14. Each User undertakes to Marvinet that:
15. the maximum number of individuals that it authorises to access and use the Services shall not exceed the number of User Subscriptions permitted under the Account type it has purchased from time to time;
16. it will not allow or suffer any Account to be used by more than the permitted number of individuals, unless it has been reassigned in its entirety to another individual, in which case the prior authorised individual shall no longer have any right to access or use the Services;
17. it shall maintain a written, up to date list of current User Subscriptions and individuals using its Account and provide such list to Marvinet within 5 Business Days of Marvinet’s written request at any time or times; and
18. it shall permit Marvinet to audit the Services in co-operation with the User if, in the reasonable opinion of Marvinet, there has been inappropriate use of the Services by the User or any third party. Such audit shall be conducted at Marvinet’s expense, and where there has been inappropriate use by a third party, this right shall be exercised with reasonable notice to the User, in such a manner as not to substantially interfere with the User’s normal conduct of business. Where there has been inappropriate use by the User, there shall be no obligation to provide such notice.
19. Subject to Clause 3.3 and Clause 3.4 of these Terms, the User may, from time to time during the Subscription Term, obtain additional User Subscriptions by switching to a new Account type and Marvinet shall grant access to the Services to such additional individuals in accordance with the provisions of these Terms.
20. If the User wishes to switch to a new Account type, the User shall notify Marvinet in writing. Marvinet shall evaluate such request and respond to the User with approval or rejection of the request.
21. If Marvinet approves the User’s request to switch to a new Account type, the User shall, within thirty (30) days in accordance with the payment provisions in Clause 8 of these Terms and, if such change to a new Account type is made by the User part way through any month during the Subscription Term, Subscription Fees shall be pro-rated for the remainder of such month (as applicable).
22. RELATIONSHIP WITH MARVINET
23. Marvinet provides the Site Services to Users on the basis of these Terms and the Escrow and Sale and Purchase Terms, as described in Clause 2.1 above. Through the Site and Site Services, Users may be notified that other Users may be seeking the services/products they offer, and Users may be notified of Users that may offer the services/products they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any other User or any service/product offered on the Site. If Users decide to enter into a Sale and Purchase Contract, the Sale and Purchase Contract is directly between the Users. Marvinet it is only responsible for the delivery of the services underpinning the Sale and Purchase Contract, as set out in the Escrow and Sale and Purchase Terms.
24. Without limitation and other than as set out in the Escrow and Sale and Purchase Terms, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Sale and Purchase Contract, (c) negotiating, agreeing to, and executing any terms or conditions of Sale and Purchase Contracts including verification of all terms and/or (d) paying for Sale and Purchase Contracts or services/products offered thereunder. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Sale and Purchase Contract with another User and for verifying any information about another User, including Composite Information. Marvinet does not make any representations about or guarantee the truth or accuracy of any User listings or other User Content on the Site; does not verify any feedback or information (other than the certification/verification processes referred to above in Clauses 1.4.3 and 1.6 of these Terms) provided by Users about other Users; and does not vet or otherwise perform background checks on Users. You acknowledge, agree, and understand that Marvinet does not, in any way, supervise, direct, control, or evaluate Users and/or their products/services and is not responsible for same or for any User Content. Marvinet makes no representations about and does not guarantee, and you agree not to hold Marvinet responsible for, the quality, safety, or legality of User products/services; the qualifications, background, or identities of Users; the ability of Users to pay for goods/services; User Content, statements or posts made by Users; or the ability or willingness of a User to actually complete a transaction.
25. You also acknowledge, agree, and understand that Users are solely responsible for determining, and have the sole right to determine, which products/services to exchange information on via the Site; the time, place, manner, and means of providing any such products/services; and the price they charge for their products/services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee, agent, contractor or consultant of Marvinet, and you are not eligible for any of the rights or benefits of employment with Marvinet; (ii) Marvinet will not have any liability or obligations under or related to Sale and Purchase Contracts and/or products/services in respect of which information is exchanged via the Site for any acts or omissions by you or other Users; (iii) Marvinet does not, in any way, supervise, direct, or control any User or User Content; and does not impose quality standards or a deadline for completion of the delivery of any products/services; and (iv) Marvinet does not provide Users with training or any equipment, labor, tools, or materials related to any Sale and Purchase Contract; and (v) Marvinet does not provide the premises at which Users will perform services or provide products.
26. Logistics provider is solely responsible for (a) ensuring the accuracy and legality of any Content, (b) timely providing Marvinet with information regarding the results of the verification activities performed under Users’ instructions. You further acknowledge, agree, and understand that you are solely responsible for assessing verifying any information about a User, including Composite Information. Marvinet does not make any representations about or guarantee the truth or accuracy of any User Content on the Site; does not verify any feedback or information (other than the certification/verification processes referred to above in Clauses 1.4.3 and 1.6 of these Terms) provided by Users about other Users; and does not vet or otherwise perform background checks on Users. You acknowledge, agree, and understand that Marvinet does not, in any way, supervise, direct, control, or evaluate Users and is not responsible for same or for any User Content. Marvinet makes no representations about and does not guarantee, and you agree not to hold Marvinet responsible for the qualifications, background, or identities of Users; the ability of Users to pay for goods/services; User Content, statements or posts made by Users; or the ability or willingness of a User to actually complete a transaction.
27. Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Sale and Purchase Contract, (c) negotiating, agreeing to, and executing any terms or conditions of Sale and Purchase Contracts including verification of all terms and/or (d) paying for Sale and Purchase Contracts or services/products offered thereunder. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Sale and Purchase Contract with another User and for verifying any information about Users including Composite Information. Marvinet does not make any representations about or guarantee the truth or accuracy of any User listings or other User Content on the Site; does not verify any feedback or information (other than the certification/verification processes referred to above in Clauses 1.4.3 and 1.6 of these Terms) provided by Users about other Users; and does not vet or otherwise perform background checks on Users. You acknowledge, agree, and understand that Marvinet does not, in any way, supervise, direct, control, or evaluate Users and/or their products/services and is not responsible for same or for any User Content. Marvinet makes no representations about and does not guarantee, and you agree not to hold Marvinet responsible for, the quality, safety, or legality of User products/services; the qualifications, background, or identities of Users; the ability of Users to pay for goods/services; User Content, statements or posts made by Users; or the ability or willingness of a User to actually complete a transaction.
28. TAXES, CUSTOM DUTIES AND BENEFITS

Each User and Logistics provider acknowledges and agrees that it is solely responsible: (a) for all tax liability associated with payments made to other Users or received from Users (including but not limited to all VAT, custom duties and similar taxes), and that Marvinet will not have any responsibility in this regard; (b) for determining whether it is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the products/services in respect of which information is exchanged via the Site and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (c) for determining if it is required by applicable law to withhold any amount relating to amounts paid or payable regarding products/services in respect of which information is exchanged via the Site, and indemnifying Marvinet for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).

1. MARKETPLACE FEEDBACK AND USER CONTENT
2. You hereby acknowledge and agree that Users may publish and request Marvinet to publish on their behalf and under their responsibility information on the Site about the, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Users voluntarily submit to Marvinet and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Marvinet; Marvinet provides such information solely for the convenience of Users.
3. You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Marvinet post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including User Content highlighted by Marvinet on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Marvinet will make Composite Information available to other Users, including composite or compiled feedback. Marvinet provides its feedback system as a means through which Users can share their opinions of other Users or Logistics providers publicly. Marvinet does not monitor, influence, contribute to or censor these opinions but reviews and feedbacks are examined to ensure they come from verified sources, provide useful content for Users, and meet our criteria for publication to avoid inappropriate, violent or hateful language, spam, fraud, or fakes. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
4. Marvinet does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your Content, including the accuracy of any Content and your ability to legally process Uploaded Data, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your Content if such Content is legally actionable or defamatory. Marvinet is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users or Logistics providers from abuse, Marvinet reserves the right (but is under no obligation) to remove posted feedback or information that, in Marvinet’s sole judgment, violates the Terms or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Marvinet. You acknowledge and agree that you will notify Marvinet of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Marvinet may rely on the accuracy of such information.
5. CONTRACTUAL RELATIONSHIP BETWEEN Users
6. SALE AND PURCHASE CONTRACTS
7. If Users decide to enter into a Sale and Purchase Contract, the Sale and Purchase Contract is a contractual relationship directly between such Users. Such Users have complete discretion both with regard to whether to enter into a Sale and Purchase Contract with each other and with regard to the terms of any Sale and Purchase Contract. You acknowledge, agree, and understand that Marvinet is only responsible for the delivery of the services underpinning the Sale and Purchase Contract, as set out in the Escrow and Sale and Purchase Terms and that the formation of a Sale and Purchase Contract between Users will not, under any circumstance, create an employment, agency or other service relationship between Marvinet and any User or a partnership or joint venture between Marvinet and any User. Other than its role in the provision of the services pursuant to the Escrow and Sale and Purchase Terms, Marvinet is not responsible for the negotiation or content of any Sale and Purchase Contract and such Sale and Purchase Contracts are entered into solely at the risk of the User.
8. With respect to any Sale and Purchase Contract, Users may enter into any written agreements that they deem appropriate (e.g., supply of good/services agreements, confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements cannot conflict with, narrow, or expand Marvinet’s rights and obligations under the Terms.
9. Users are responsible for complying with any local requirements in respect of Sale and Purchase Contracts. Marvinet expressly disclaims any and all liability with respect to actions or omissions based on the Sale and Purchase Contract terms.
10. DISPUTES AMONG USERS

Marvinet shall have no involvement in disputes between Users. Users may pursue disputes independently, but you acknowledge and agree that Marvinet will not and is not obligated to provide any dispute assistance.

1. FEES
2. MARVINET FEES
3. The User shall subscribe a monthly, yearly or of different duration account and pay a periodical subscription fee to Marvinet for the Account type which it has. The applicable fees for the various Account types are displayed on the Site.
4. The User shall on the Effective Date provide to Marvinet valid, up-to-date and complete credit card details acceptable to Marvinet and any other relevant valid, up-to-date and complete contact and billing details and the User hereby authorises Marvinet to bill such credit card on the Effective Date and on a monthly basis thereafter for the duration of the Subscription Term for the Subscription Fees payable.
5. If Marvinet has not received payment on the due date, and without prejudice to any other rights and remedies of Marvinet:
6. Marvinet may, without liability to the User, disable the User’s password, account and access to all or part of the Services and Marvinet shall be under no obligation to provide any or all of the Services while the amount concerned remains unpaid; and
7. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Marvinet’s bankers in Ireland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8. All amounts and fees stated or referred to in these Terms:
9. shall be payable in Euro;
10. are non-cancellable and non-refundable;
11. are exclusive of value added tax, which shall be added (if applicable) at the appropriate rate.
12. Marvinet shall be entitled to increase the Subscription Fees, upon thirty (30) days’ prior notice to the User.
13. MARVINET CONFIDENTIAL INFORMATION
14. To the extent that any User has access to any information which is proprietary or confidential to Marvinet (“Confidential Information”), it shall hold such Confidential Information in confidence and, unless required by law, not make such Confidential Information available to any third party, or use such Confidential Information for any purpose other than the implementation of these Terms. Each User shall take all reasonable steps to ensure that Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Clause.
15. Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the User; (ii) was in the User’s lawful possession before the disclosure; (iii) is lawfully disclosed to the User by a third party without restriction on disclosure; (iv) is independently developed by the User, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
16. RECORDS OF COMPLIANCE

Users will each (a) create and maintain records to document satisfaction of their respective obligations under these Terms, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Marvinet upon request. Nothing in this subsection requires or will be construed as requiring Marvinet to supervise or monitor a User’s compliance with these Terms or a Sale and Purchase Contract. You are solely responsible for creation, storage, and backup of your business records, including all conclusion of sale receipts and transaction records created or generated in the context of any Sale and Purchase Contract. These Terms and registration for or subsequent use of the Site will not be construed as creating any responsibility on Marvinet’s part to store, backup, retain, or grant access to any information or data for any period (subject to the terms of the Data Processing Terms).

1. WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MARVINET MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, PRODUCTS/SERVICES IN RESPECT OF WHICH INFORMATION IS EXCHANGED VIA THE SITE, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT APPLICABLE, MARVINET DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

1. LIMITATION OF LIABILITY
2. Marvinet is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms, including, but not limited to:
3. your use of or your inability to use our Site or Site Services;
4. delays or disruptions in our Site or Site Services;
5. viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
6. glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
7. damage to your hardware device from the use of the Site or Site Services;
8. the content, actions, or inactions of third parties’ use of the Site or Site Services;
9. a suspension or other action taken with respect to your Account;
10. your reliance on the quality, accuracy, or reliability of Profiles, ratings, recommendations, and feedback;
11. Composite Information, or metrics found on, used on, or made available through the Site; and
12. your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms.
13. ADDITIONALLY, IN NO EVENT WILL MARVINET, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF MARVINET, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) EUR 500; OR (B) ANY SUBSCRIPTION FEES RECEIVED BY MARVINET FROM SUCH USER DURING THE THREE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
14. RELEASE
15. In addition to the recognition that Marvinet is only responsible for the delivery of the services underpinning the Sale and Purchase Contract, you hereby release Marvinet, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you agree to these Terms. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the User products/services in respect of which information is exchanged via the Site.
16. INDEMNIFICATION
17. You hereby indemnify, defend, and hold harmless Marvinet, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site (including the ‘chat’ function) and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Sale Contract entered into by you or your agents, or any dispute between you and another User regarding products/services in respect of which information is exchanged via the Site; (c) failure to comply with the Terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, wilful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy and or data protection rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For the purposes of this Clause 14, your agents includes any person who has apparent authority to access or use your Account demonstrated by using your username and password.
18. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
19. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
20. TERM AND TERMINATION
21. TERMINATION
22. Unless both you and Marvinet expressly agree otherwise in writing, either of us may terminate these Terms in our sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein, in accordance with the requirements in Clause 16.9 of these Terms. In the event you properly terminate these Terms, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Marvinet is only responsible for the delivery of the services underpinning the Sale and Purchase Contract between Users. Consequently, User understands and acknowledges that termination of these Terms (or attempt to terminate these Terms) does not terminate or otherwise impact any Sale and Purchase Contract entered into between Users.
23. Without limiting Marvinet’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms (including but not limited to the requirements set out in Clause 1.2.1 of these Terms); (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Marvinet or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Marvinet’s prior written consent. 
24. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Sale and Purchase Contracts with you. You therefore agree as follows: IF MARVINET DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, MARVINET HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SALE AND PURCHASE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT MARVINET WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
25. ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that any closure of your Account may involve deletion of any content stored in your Account for which Marvinet will have no liability whatsoever. Marvinet, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

1. SURVIVAL

After these Terms terminate, the parts of these Terms that expressly or by their nature contemplate performance after these Terms terminate or expire will survive and continue in full force and effect. For example, the dispute resolution provisions, protecting intellectual property, indemnification, payment of fees, limitations of liability, disclaimers and waivers, each, by their nature, contemplate performance or observance after these Terms terminate. Without limiting any other provisions of the Terms, the termination or expiry of these Terms for any reason will not release you or Marvinet from any obligations incurred prior to termination of these Terms or that thereafter may accrue in respect of any act or omission prior to such termination.

1. GENERAL
2. FORCE MAJEURE

Marvinet shall have no liability to the User under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Marvinet or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the User is notified of such an event and its expected duration.

1. CONFLICT

If there is an inconsistency between any of the provisions in the main body of these Terms and the Appendices, the provisions in the main body of these Terms shall prevail.

1. WAIVER

No failure or delay by Marvinet to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

1. RIGHTS AND REMEDIES

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

1. SEVERANCE

If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of these Terms.

1. ENTIRE AGREEMENT
2. These Terms, and any documents referred to herein, constitute the whole agreement between Marvinet and the User and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
3. The User acknowledges and agrees that in agreeing to these Terms, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of these Terms, other than as expressly set out in these Terms.
4. ASSIGNMENT
5. The User shall not, without the prior written consent of Marvinet, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
6. Marvinet may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
7. NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to or shall operate to create a partnership between Marvinet and any User, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

1. NOTICES
2. Any notice required to be given under these Terms (other than notices relating to data protection/privacy, which shall be dealt with in accordance with Appendix 2 of these Terms (Privacy and Cookies Policy) shall be in writing and shall be delivered by pre-paid first-class post or recorded delivery or certified post to the other party at its address set out in these Terms or in a User’s Profile/Account, or such other address as may have been notified by that party for such purposes.
3. A correctly addressed notice sent by pre-paid first-class post or recorded delivery or certified post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
4. GOVERNING LAW

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.

1. JURISDICTION

Marvinet and each User irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

1. definitions
2. “Services”, “Site”, “Site Services”, “User” and “Effective Date”: have the meanings given in the introductory Section the Terms.
3. “Account”: has the meaning given in Clause 1.1.1 of these Terms.
4. “Affiliates”: any entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with Marvinet.
5. “Business Day”: a day on which banks are generally open for business in Dublin, Ireland.
6. “Composite Information”: has the meaning given in Clause 6.2 of these Terms.
7. “Control”: a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly.
8. “Data Protection Legislation”: has the meaning given to such term in Appendix 4 of the Terms (Data Processing Terms).
9. “Intellectual Property Rights”: any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsist in computer software, computer programs, websites, trade secrets, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, in each case for their full term, together with any future rights and renewals or extensions, and “Intellectual Property” shall be interpreted accordingly.
10. “Insolvent”: circumstances where, in respect of a User: (i) the User suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; (ii) the User commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation/restructuring of the User; (iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the User other than for the sole purpose of a scheme for a solvent amalgamation/restructuring of the User; (iv) an application is made to court, or an order is made, for the appointment of an examiner, receiver or liquidator in respect of the User or its assets, or if a notice of intention to so appoint is made; or (v) any event occurs, or proceeding is taken, with respect to the User in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforesaid events.
11. “Licence”: has the meaning given to such term in Clause 1.1 of Appendix 3 of the Terms (SaaS Licence Terms).
12. “Logistics provider” means the entity that provides or coordinates warehousing, or other logistics services of a product such as packaging, transport, shipping, checking service, in state or interstate commerce on behalf of a manufacturer, wholesale distributor, or dispenser of a product, but does not take ownership of the product, nor have responsibility to direct the sale or disposition of the product.
13. “Personal Data”: has the meaning given to such term in Appendix 4 of the Terms (Data Processing Terms).
14. “Sale and Purchase Contracts”: has the meaning given in Clause 2.2 of these Terms.
15. “Site Visitor”: has the meaning given to such term in Clause 1.3 of Appendix 1 of the Terms (Site Terms of Use).
16. “Software”: has the meaning given to such term in Clause 1.1 of Appendix 3 of the Terms (SaaS Licence Terms).
17. “Subscription Fees”: the subscription fees payable by the User to Marvinet for the Account type it holds, as referred to in Clauses 1.4 and 8.2 of these Terms.
18. “Subscription Term”: the period during which the User avails of the Service.
19. “Substantial Change”: a change to the provisions of the Terms which reduces your rights or increases your responsibilities.
20. “User Content”: any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to Marvinet, including such information that is posted as a result of questions (which may include User Uploaded Data).
21. “User Profile”: has the meaning given in Clause 1.3 of these Terms.
22. “User Uploaded Data” has the meaning given to such term in Appendix 2 of these Terms (Privacy & Cookies Policy).[1]
23. “User Subscriptions”: the user subscriptions permitted under an Account type which entitle Users to access and use the Services in accordance with these Terms (such number of User Subscriptions may be increased in accordance with these Terms).

 

 

[1] User Uploaded Data is different than User Content as User Uploaded Data only relates to personal data uploaded by a User.

Updated as of 3/7/2023