Partly Terms And Conditions – PARTLY

Partly Terms And Conditions

Welcome to Partly. The www.partly.co.nz website (the “Services”) is comprised of various web and mobile application pages operated by Partly Group Ltd (“Partly”). The Services are offered to you conditioned on your acceptance, without modification, of the terms and conditions herein (the “Terms”).

The Services enable users to browse, market, sell and purchase automotive parts (“Products”) through Partly’s online marketplace.

Whether you are a visitor or registered user (visitors and registered users, collectively, “users” or “you”), by using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein or available by hyperlink. These Terms applies to all users of the Services.

If you have any questions, please refer to the help section of the Services or contact us at support@partly.co.nz.

 

Membership Eligibility

Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Partly may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in those jurisdictions.

You agree to comply with all local laws regarding online conduct, acceptable content and the marketing and sale of Products. In addition, you must abide by Partly’s policies as stated in these Terms and Partly’s Privacy Policy, as well as all other operating rules, policies and procedures that may be published from time to time on the Services by Partly, each of which is incorporated herein by reference and each of which may be updated by Partly from time to time without notice to you.

In addition, if you register as a seller of Products (“Seller”), you will be subject to additional terms and conditions issued by Partly; as a Seller, your use of Services is subject to the additional terms and conditions, which are incorporated into these Terms by reference.

Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to keep your password confidential. You agree to immediately notify Partly of any unauthorized use of your password or any breach of security. You also agree that Partly cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Partly, without Partly’s written permission.

You must keep your account information up-to-date and accurate at all times, including maintaining a valid email address.

Services are not available to temporarily or permanently banned users. Partly reserves the right, in Partly’s sole discretion, to cancel unconfirmed or inactive accounts. Partly reserves the right to refuse service to anyone, for any reason, at any time.

 

Materials provided to and listed on Partly

Partly does not claim ownership of the materials you provide to Partly or post, upload, input or list on Partly (the “Listings”). However, by posting, uploading, inputting, providing or listing you are granting Partly, our affiliated companies and necessary sub-licensees permission to use, copy, modify, display and distribute your Listings and to publish your name or business name in connection with your Listings in connection with the Services.

No compensation will be paid with respect to the use of your Listings. Partly is under no obligation to post or use any Listings you may provide and may remove any Listings at any time for any reason.

By posting, uploading, inputting, providing or submitting Listings you confirm that you own or otherwise control all of the necessary rights to your Listings.

 

Prohibited and Infringing Activities

You are solely responsible for your conduct and activities on and regarding to the Services and all information that you submit, post, upload, and display on the Services. Users may flag Listings they find inappropriate via the “report problem” button or link. Listings sufficiently flagged are subject to removal and the offending user may have the Listings blocked, filtered or deleted and their account suspended or terminated.

Your use of Partly must not be:

  • false, inaccurate or misleading or otherwise misrepresent your affiliation with any person or company;
  • infringing upon any third-party’s intellectual property rights or rights of publicity or privacy; 
  • defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Partly staff or other users);
  • obscene or contain pornography; and contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or
  • violating these Terms, any website policy or community guidelines, or any applicable law, statute or regulation.

 

License Grant & Restrictions

Partly hereby grants you a non-transferable right to access and use the Services, solely for your lawful purposes, subject to the terms and conditions of Partly. All rights not expressly granted to you are reserved by Partly and its licensors.

You must not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) modify or make derivative works based upon the Services; (iii) reverse engineer the Services; (iv) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services. You may link to any page on our site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our site must not be framed on any other site without permission. We reserve the right to withdraw linking permission without notice.

 

Access and Interference

Partly may contain robot exclusion headers which contain internal rules for software usage. Much of the information on Partly is updated on a real-time basis and is proprietary or is licensed to Partly by Users or third-parties. You agree that you will not launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or, as determined by Partly in Partly’s sole discretion, unduly burdens or hinders the operation or performance of the Services. You must not use any robot, spider, scraper or other automated means to access the Services for any purpose whatsoever, except to the extent expressly permitted in writing by Partly.

You must not:

copy, reproduce, modify, create derivative works from, distribute or publicly display any user information (except your own);
interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or
bypass Partly’s robot exclusion headers or other measures Partly may use to prevent or restrict access to the Services.

 

Breach

Without limiting any other remedies, Partly may, without notice, remove any user’s Listings, warn Partly’s community of a user’s actions, issue a warning to a user, temporarily suspend or terminate a user’s account, prohibit access to the Services, and take technical and legal steps to keep a user from accessing or using the Services and refuse to provide the Services to a user if Partly (1) suspects a user has breached these Terms or the Privacy Policy, (2) is unable to verify or authenticate any of your personal information, or (3) reasonably believes that a user’s actions may cause legal liability or financial loss to users or to Partly.

 

Payment Terms

Setting up an account on the Services is free. We do not charge fees to buyers, but we do charge fees to Sellers as a portion of the proceeds from each sale. Changes to fees are effective after we post notice of the changes on the Services. Updated fees on Product Listings will become effective immediately upon notice. Users are responsible for paying all taxes associated with their use of the Services. Transactions will be made via credit card with Stripe as the payment processor (“Stripe”). Partly is not responsible for the performance of any third party credit card or digital payment processing services.

Stripe may be subject to a service charge. As a buyer, you hereby authorise Partly to debit, through Stripe, your payment card or user account of the amount of the purchased Product. All payments will be made in New Zealand dollars. Users will be asked to provide customary billing information such as name, billing address and payment information. It is the Users’ responsibility to take all measures that are necessary to ensure that their password remains secret and to prevent the use or misuse of such password by any unauthorised person. Users will notify Partly promptly if they discover or suspect that their password has become accessible to or has been misused by any unauthorised third party.

Partly’s fees and charges are not refundable. Your ability to obtain a refund for Products purchased through the Services will depend upon the terms of Seller’s refund policy. Details regarding a Seller’s refund policies are available on the Product listing.

Partly, at its sole discretion, may make promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you, will have no bearing whatsoever on your offer or contract. Partly may change its fees as Partly deems necessary for our business. Partly encourages you to check back at our website periodically if you are interested in changes to Partly’s fees.

 

Intellectual Property Ownership

Partly (and its licensors, where applicable) will own all right, title and interest, including all related intellectual property rights, in and to the Services. These Terms are not a sale and do not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by Partly. Partly’s name, logo and the product names associated with the Services are trademarks of Partly and Users will not be granted any right or license to use them.

 

Personal Information

As part of using the Services, you may obtain personal information, including email addresses, from other users. Without obtaining prior permission from the user, this personal information will only be used for Services-related communications. Partly has not granted you a license to use the information for unsolicited commercial messages or unauthorised transactions.

 

Feedback

Partly considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Services (“Feedback”) to be non-confidential and non-proprietary, and Partly will not be liable for the disclosure or use of any Feedback. Any communication by you to Partly is subject to these Terms. You hereby grant Partly, under all of your rights in the Feedback, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit Feedback for any purpose, commercial or otherwise, without compensation or accounting to you and without further recourse by you.

 

Information Control

Partly does not control the information provided by Users. You may find some information provided by Users to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. By using the Services, you agree to accept these risks and that Partly (and Partly’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of Users of the Services.

 

Third-Party Websites and Resources

Partly is not responsible for the availability of outside websites or resources linked to or referenced on the Services. Partly does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from these websites or resources. You agree that Partly will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any other websites or resources.

Partly has no obligation to monitor your activity or the activities of other Users. However, Partly reserves the right to review Listings and to remove any materials in its sole discretion. Partly reserves the right to terminate your access to any or all of the Services at any time without notice for any reason whatsoever.

You agree Partly may moderate Services access and use in our sole discretion, whether by blocking, filtering, deletion, delay, omission, verification, or access, license or account termination. You agree (i) not to bypass the moderation, (ii) Partly is not liable for moderating, not moderating, or representations as to moderating, and (iii) nothing Partly does waives our right to moderate.

 

Privacy

Except as provided in the Privacy Policy, Partly will not sell or disclose your personal information to third parties without your express consent. Partly stores and processes information on servers hosted by Amazon Web Services and Google Cloud that are protected by physical as well as technological security.

 

No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARTLY, PARTLY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND PARTLY’S SUPPLIERS PROVIDE THE SERVICES “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PARTLY, PARTLY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND PARTLY’S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM PARTLY WILL CREATE ANY WARRANTY. 

 

Limitation of Liability

IN NO EVENT WILL PARTLY, OR PARTLY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR PARTLY’S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, OR THESE TERMS, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

PARTLY’S LIABILITY, AND THE LIABILITY OF PARTLY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO PARTLY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.00.

 

Indemnity

You agree to indemnify and hold Partly and its subsidiaries, affiliates, officers, agents, vendors or other partners, and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of your breach of these Terms or your violation of any law or the rights of a third party.

 

No Guarantee

Partly does not guarantee continuous, uninterrupted access to the Services, and operation of the Services may be interfered with by numerous factors outside Partly’s control. Although every effort is made to keep the Services up and running smoothly, due to the nature of the Internet and the technology involved Partly takes no responsibility for and will not be liable for the Services being temporarily unavailable or for any loss or damage suffered as a result of the use of or access to, or inability to use or access the Services. Partly may suspend or withdraw or restrict the availability of all or any part of the Services for business and operational reasons. Partly will try to give you reasonable notice of any suspension or withdrawal.

 

Dispute Resolution and Release

Partly is not responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between users. Any dispute between you and another user, including Sellers, must be resolved between yourselves. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) 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 such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration between you and Partly, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party’s intellectual property rights. You acknowledge and agree that you and Partly are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Partly otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

 

Miscellaneous

If any provision of these Terms is held unenforceable, then the provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms will remain in full force and effect. You and Partly are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms. Partly reserves the right to modify or terminate the Services for any reason, without notice, at any time. These Terms will be governed by and construed in accordance with the laws of New Zealand. You agree that any dispute arising from or relating to the subject matter of these Terms will be governed by the exclusive jurisdiction and venue of New Zealand. Unless otherwise specified herein, all notices will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@partly.co.nz. All provisions of these Terms which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Partly reserves the right to alter these Terms and any other policies at any time, so please review the policies frequently. If Partly makes a material change Partly will notify you here, by email, by means of a notice on our homepage, or other places Partly deems appropriate. What constitutes a “material change” will be determined at Partly’s sole discretion, in good faith, and using common sense and reasonable judgment.

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