Terms of Use


WEBSITE TERMS OF USE
YOU ("YOU" OR "YOUR") AGREE THAT BY USING SURPLUSTECHPARTS.COM
(“WEBSITE"), SUCH USE INDICATES YOUR ACCEPTANCE OF THE TERMS AND
CONDITIONS SET FORTH BELOW ("AGREEMENT") ON BEHALF OF YOURSELF
OR ANY LEGAL ENTITY YOU ARE REPRESENTING. THIS AGREEMENT GOVERNS
YOUR USE OF THIS WEBSITE AND ALL CONTENT CONTAINED ON THIS
WEBSITE MADE AVAILABLE BY K AND S TRADING LLC, A MICHIGAN LIMITED
LIABILITY COMPANY, IT'S SUCCESSORS AND ASSIGNS ("WE" OR "US").
IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT PERMITTED TO USE
THIS WEBSITE. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE
THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU
UNDERSTAND THIS AGREEMENT AND THAT YOU ARE ENTERING INTO A
LEGALLY BINDING AGREEMENT WITH US, EITHER ON BEHALF OF YOURSELF
OR ON BEHALF OF ANY ANY LEGAL ENTITY YOU REPRESENT. OUR PRIVACY
POLICY AND ANY OTHER SEPARATE POLICY, LEGAL NOTICE OR DISCLAIMER
APPEARING ON THIS WEBSITE IS HEREBY INCORPORATED INTO THIS
AGREEMENT BY REFERENCE.
Limited License to Use this Website
You are granted a single, non-exclusive and revocable license to view and
access the content contained on this Website, any logos, text, graphics,
headers, banners, images, coding, tags, videos, audio recordings, podcasts
and similar recordings, applications, files or any other separate website
element made available to You (collectively referred to as "Materials"). You
agree that no joint venture, partnership, employment or agency relationship
exists between You and us as a result of this agreement or your use of this
Website. You are responsible for obtaining and maintaining all equipment and
services needed for your access to and use of this Website and are responsible
for all related charges.
General Use Restrictions
As a condition of your access and use of this Website, You agree that: i) You
will only use this Website and/or any of the Materials for personal, noncommercial
purposes; ii) You will not to use the Website in any manner that
could damage, disable, overburden, or impair the Website or interfere with
another person's use and enjoyment of the Website, including uploading or
introducing files that contain viruses, corrupted files, or any other similar
software or other applications or programs that cause damage or interference
with any computer, server or network; iii) You will not engage in any
unauthorized use of any Materials in a manner that violates copyright laws,
trademark laws or the laws of privacy and publicity of another; iv) You will
not to use any data mining, robots, engage in any "harvesting or similar data
gathering or extraction methods in connection with this Website; v) You will
not otherwise engage in any hacking or attempt to gain unauthorized access
to any portion of this Website; and vi) You agree to comply with all applicable
laws and regulations of the United States and any other applicable
International treaty, law or regulation governing your use of this Website. Use
of this Website for any of the foregoing reasons is strictly prohibited.
Additional use restrictions are contained elsewhere in this Agreement.
Compliance with Applicable Laws
We make no representation that the Materials available on this Website are
appropriate or available for use in your jurisdiction. You are solely responsible
for compliance with local laws in your jurisdiction or territory, to the extent
applicable. Access and use of this Website from any jurisdictions where the
Materials are illegal is strictly prohibited and we shall have no liability to
You whatsoever in such case.
Our Intellectual Property
All Materials are either owned or licensed by us and are protected under
our proprietary rights. Commercial use of any of the Materials contained
on this Website is strictly prohibited. Except as otherwise stated, none of
the Materials may be saved, downloaded, copied, reproduced in any
electronic, digital or mechanical format or medium or by way of photocopying
or otherwise, and may not be disseminated, distributed, re-published or used
for any public display or performance, in any form or manner whatsoever
without our prior written consent. We reserve the right to limit the amount of
Materials displayed on this Website. You are restricted from, modifying or
altering any copyright or other proprietary notice, or trademarks from any of
the Materials found on this Website. In addition, the "look and feel" of this
Website (including the unique combination of Website colors, page headers,
graphics, icons, images and scripts, etc.) is considered by us to be valuable
and protectable trade dress and may not be copied, imitated, or used (in
whole or in part) by You without our prior written permission. This Website
and all separate Website elements are protected under United States
copyright laws. You may not engage in any "framing" of any page of this
Website or otherwise of any of the Materials on this Website. Some of the
Materials on this Website include embedded video and/or audio recordings
and may include podcasts and other similar downloadable video or audio files
from time to time. All video and audio recordings and files are owned by us
unless otherwise stated in those Materials. Additionally, this Website may
contain embedded video or audio recordings from external servers and third
party websites including, but not limited to, YouTube.com, Google Video, etc.
All such embedded recordings are owned by us regardless of whether they are
hosted by any such third party websites and/or external servers.
Our External Links Policy
We grant You permission to link to this Website, including "deep linking" to
web pages within this Website. However, at all times You agree that: (1) You
will only use a text link to link to this Website as it appears on your website
and You will not use any trademark or logo or incorporate any type of "image
link on your website using any of the Materials; (2) You will not engage in any
"scraping" of the Materials by any means (i.e., extracting content from the
Website and reformatting it, aggregating it with other content or
redistributing it other than in its complete and original format); (3) You will
not engage in any "framing" of any pages of this Website or any of the
Materials by copying any displaying any portions thereof through use of any inline
links or by any other manner; and (4) You agree to display any web page
within this Website in full including all trademarks, advertising, banner ads
and all other promotional materials, unaltered and without any additional
content not included on the original webpage, including any frame, border,
margin, design, logo, branding, third party trademark or any other advertising
or promotional materials not displayed on the original webpage. We reserve
the right at any time, in our sole discretion, to revoke your right to link to any
webpage on this Website. Any other use by You of any external links to this
Website made in any manner other than according to these terms is strictly
prohibited. Notwithstanding the foregoing, You, or any of your employees,
agents, affiliates or any other person or entity under your control, are
restricted from placing any type of external link to this Website on any
website that has been penalized or de-indexed by Google or any other major
search engine due to the website's content, spam practices, any malware/
viruses contained on the website(s) or due to any other activities whatsoever
in violation of the terms or policies of such search engine. In addition, You
agree that You will immediately cause the removal of any links to this Website
from any such third-party website(s) which has/have in fact been penalized or
de-indexed by Google or any other major search engine, or which otherwise
has/have caused us to suffer a decrease in search engine rankings, incur any
search engine penalties or suffer any other damages due to the existence of
any links to our Website.
Registration And Termination of Access
We may require at times that you register and/or create an account in order
to access and use certain portions of this Website. Once you register and
create your user account, it is your responsibility at all times to maintain the
security and confidentiality of your account information, including your user
ID and password information. You agree to provide truthful, accurate, current,
and complete information and to update such information for the duration of
your use of this Website. We are not responsible and shall have no liability to
You for any misuse or unauthorized access or use of your account information,
including your log-on information. You are expressly prohibited from sublicensing,
transferring, selling or assigning any rights of use and/or access of
your account to any third party and you represent and warrant to us that You
shall not allow the same.
You agree that You shall be the only user of the account and will not allow
others to use or access restricted portions of this Website, if any, using your
account information. You assume liability for and are solely responsible at all
times for all use and all actions made under or through your account
including, but not limited to, unauthorized use by any third parties. Any theft
or other breach of the security of your account information must be promptly
addressed by You once You become aware of the same and You agree to
change your account information or cancel your account. We reserve the right
to require You to change your password if we believe that your password is
not secure. We may terminate, suspend, or modify your account and access to
all or part of this Website, with or without notice, at any time and for any
reason in our sole discretion. You may discontinue your registration and/or
use and access to the Website at any time. If You breach any of the terms of
this Agreement, all rights to access and use this Website or any portion
thereof or any of the Materials shall be immediately terminated with or
without notice to You. When you register and create a user account on this
Website, we may collect certain personally identifiable information about You
including, but not limited to, your email address. How we use this information
is controlled by our Privacy and Communications Policy contained on this
Website. Any person using your account and log-in information is
conclusively deemed to have actual authority to engage in any transactions
on this Website and, accordingly, You agree and acknowledge that all
transactions made by any person(s) using your account and log-in
information are hereby authorized and approved by You, and You hereby
agree to indemnify, defend and hold us harmless from any claims or
damages arising from or relating to any such transactions.
Trademarks And Service Marks Notice
All logos or any other trademarks, trade names or service marks and/or any
other marks or logos posted on this Website, whether marked or unmarked, is
either owned by us, an affiliate or subsidiary, or by some third party. No
trademarks, trade names, service marks, etc. posted on this Website may be
used without the prior written consent of the owner. We retain all rights,
ownership, title and interest in all trademarks, trade names or service marks
contained on the Website owned by us, whether or not we have registered for
or have been granted any such protections under State and/or Federal law.
Additionally, any use of any metatags or any other tags or text not openly
visible on this Website which utilizes our name, trademark, service mark, or
uses the name of any product or service offered by us without the our prior
written permission is strictly prohibited. You are restricted from "co-branding
this Website with any third party website, product or business. This means You
are restricted from copying any trademark, logo, service mark, trade name or
any other Materials on this Website and displaying the same on any other
website in any manner that would provide any viewer to reasonably conclude
that such website is or could be affiliated with this Website and/or the
Website operator and/or has permission to display the contents of this
Website or any Materials.
Intellectual Property Disclaimer
Any references made on this Website to any established trade names,
trademarks, service marks, product names or any other third party
intellectual property is strictly used for reference and identification purposes
only. No ownership, affiliation or sponsorship exists between us and the owner
of any referenced trademark, trade name, service mark, or with any specific
good or service referenced on this Website. We do not endorse or recommend
any services or products referenced on this Website unless otherwise expressly
stated, however they may be referenced or identified.
WARRANTY DISCLAIMER
USE AND ACCESS OF THIS WEBSITE AND OF ANY OF THE MATERIALS IS DONE AT
YOUR SOLE RISK. THIS WEBSITE AND ALL MATERIALS ARE BEING PROVIDED "AS
IS" AND "WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING YOUR USE OR
THE PERFORMANCE OF THIS WEBSITE OR RELATING TO YOUR USE OF ANY OF
THE MATERIALS IN ANY MANNER WHATSOEVER INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE OR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
WE MAKE NO WARRANTY REGARDING THE QUALITY, USEFULNESS,
PERFORMANCE OR RELIABILITY OF THIS WEBSITE OR OF ANY MATERIALS OR
THAT THIS WEBSITE OR ANY MATERIALS WILL MEET YOUR EXPECTATIONS OF USE
OR THAT THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, ERROR FREE OR
THAT ANY DEFECTS WILL BE CORRECTED IN A TIMELY MANNER BY US. WE ARE
UNDER NO OBLIGATION TO UPDATE ANY OF THE MATERIALS OR OTHER
INFORMATION CONTAINED ON THIS WEBSITE. WE DO NOT WARRANT THAT THIS
WEBSITE OR ANY OF THE MATERIALS ARE APPROPRIATE OR LEGAL IN YOUR
JURISDICTION OR THAT THIS WEBSITE OR ANY OF THE MATERIALS WILL BE FREE
FROM VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER CODE, APPLICATION
OR PROGRAM THAT MAY CONTAIN HARMFUL ELEMENTS.
LIMITATIONS ON LIABILITY
YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU UNDER ANY
CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL,
INCIDENTAL OR ANY OTHER DAMAGES OF ANY KIND INCLUDING, BUT NOT
LIMITED TO, LOST PROFITS OR REVENUES, LOST DATA OR LOSS OF GOODWILL,
OR FOR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO
THE USE OR INABILITY TO USE THIS WEBSITE IN ANY MANNER WHATSOEVER
INCLUDING YOUR USE OR RELIANCE ON ANY OF THE MATERIALS CONTAINED ON
THIS WEBSITE OR CONTAINED ON ANY THIRD PARTY WEBSITE YOU ACCESS
THROUGH THIS WEBSITE. WE SHALL NOT BE LIABLE TO YOU AS STATED HEREIN
REGARDLESS OF THE CAUSE OF ANY DAMAGE YOU MAY INCUR, INCLUDING ANY
DAMAGES NOT FORESEEABLE BY US AND REGARDLESS OF THE NATURE OF ANY
CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR
FOR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF
THE SAME. YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH
RESPECT TO CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED.
ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS
UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS
INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE $1542.
!
Exceptions to Disclaimers And Limitations
Some jurisdictions do not allow the waiver of certain warranties or the
limitation of liability for certain damages. Accordingly, some of the above
warranty disclaimers and limitations of liability may not apply to you. To the
extent that we may not disclaim any implied warranty or limit its damages,
the scope and duration of any required warranties under law and the extent
of our liability shall be as limited as allowed under any applicable laws.
Indemnification by You
You agree to indemnify and hold us harmless, including our directors, officers,
shareholders, members, managers, employees, agents or attorneys, to the
extent applicable, from any and all claims, liabilities, legal proceedings,
damages, losses, costs, expenses, or fees (including reasonable attorneys'
fees) arising from or related to: i) Your use of and interaction with this
Website in any way whatsoever; or ii) any violation of the terms and
conditions of this Agreement; or iii) violation of any law; or iv) violation of the
rights of any third party for which any suit or legal proceeding is brought
against us related to such violation. We reserve the right to assume the
exclusive defense and control of any matter otherwise subject to
indemnification by you and, in such case, you agree to cooperate with our
defense of such claim and agree that we shall be entitled to exercise sole
discretion over the control and manner of such defense.
Privacy And Communications Policy Consent
By using this Website, You consent to our use of any personal information
provided by You through your use of this Website pursuant to the terms
contained in our Privacy and Communications Policy. You also acknowledge
that You have read and understand these terms before You submit any
personal information on this Website for any reason.
Anti-Spam Policy
We intend to comply with the requirements of the CAN-SPAM Act (15 U.S.C. $
7701 et. seq.) at all times. We do not engage in sending any unsolicited SPAM
or junk mail of any kind including sending out any email communications in
bulk or by a single mailing to anyone. No person who accesses or uses this
Website, including any registered users, may use any information collected
from this Website to send any unsolicited email communications or email
communications otherwise in violation of the CAN-SPAM Act. Such activities
are strictly prohibited and a violation of these terms. We will immediately
terminate the user account of any registered user (to the extent applicable)
who has violated this provision. If You would like to opt-out from receiving any
promotional emails from us, or if You would like to contact us for any other
reason relating to this policy, including making any complaints regarding any
emails sent to you or our email policy in general, please contact us at
support@surplustechparts.com. Please provide the reason why you are
contacting us in the body of your email and a brief subject line description.
Miscellaneous:
A. Severability
If any provision of this Agreement is held by a court or other tribunal of
competent jurisdiction, in whole or in part, to be invalid, illegal, or
unenforceable in any respect, for any reason, the validity, legality and
enforceability of the remainder of that provision, any other remaining
provisions, and of the entire Agreement shall not in any way be affected or
impaired thereby, and shall be interpreted, to the extent possible, to achieve
the purposes as originally expressed with the provision found to be invalid,
illegal or unenforceable. Each provision hereof is intended to be severable,
and the validity, legality, or enforceability of any provision of this Agreement
shall not affect the validity, legality, or enforceability of the remainder of the
Agreement.
B. Entire Agreement
Except for the Privacy and Communications Policy or the terms of any Other
Agreement, these terms supersede any and all prior and existing agreements,
whether oral or in writing, between You and us with respect to your use and
access of this Website and constitutes the entire agreement between the
parties. This Agreement will be expressly incorporated by reference in each
and every agreement between You and us regarding your use and access of
this Website, including the terms of any Other Agreement.
C. Arbitration
YOU AGREE TO GIVE UP YOUR RIGHTS TO BRING ANY CLAIMS RELATING TO
THIS AGREEMENT OTHER THAN TO PROTECT YOUR INTELLECTUAL
PROPERTY AND/OR YOUR USE OF THIS WEBSITE BEFORE A COURT OF LAW
OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS
EXCLUSIVELY BY ARBITRATION. Except for actions to protect intellectual
property rights and to enforce an arbitrator's decision hereunder, any and all
claims, disputes or controversies of whatever kind and nature, whether
preexisting, present or future between You and us, our agents, employees,
principals, directors, officers, shareholders, members, managers, successors
and assigns, to the extent applicable, arising from or relating to this
Agreement, its interpretation or validity, shall be resolved exclusively by
binding arbitration pursuant to the then-current rules of the American
Arbitration Association ("AAA") and shall be administered by the AAA.
Notwithstanding the foregoing, to the extent You have in any manner violated
or threatened to violate our intellectual property rights, we may seek
injunctive or other appropriate relief in state or federal court under the terms
of this Agreement.
Any arbitration proceeding shall be brought and heard exclusively in Van
Buren County, State of Michigan. The arbitrator shall be authorized to grant
any relief available under law or in equity and any award rendered shall be
final and conclusive upon the parties, except that the arbitrator shall not be
authorized to award punitive damages to either You or us. Any judgment may
be entered in the 36th Circuit Court situated in Van Buren County, Paw Paw,
Michigan and the arbitrator may award reasonable costs and fees, including
reasonable attorney's fees and all arbitration fees, to the prevailing party,
notwithstanding the then current rules of the AAA. YOU AGREE THAT A
WRITTEN NOTICE REQUESTING ARBITRATION MUST BE PROVIDED TO US
WITHIN ONE (1) YEAR AFTER THE ACTS OR OCCURRENCES SUPPORTING
SUCH A CLAIM, WITHOUT TOLLING FOR A FAILURE TO DISCOVER SUCH ACT
OR OCCURRENCE. If You do not send a written notice to us within the
requisite one (1) year period, that claim (or those claims) shall be waived and
released and You shall be forever barred from asserting that claim (or those
claims) in the future.
D. Venue and Choice of Law
Any and all claims, demands, controversies or legal proceedings arising out of
or related to this Agreement and/or your use of this Website may only be
brought exclusively in the 36th Circuit Court, situated in Van Buren County,
Paw Paw, Michigan, and You hereby expressly agree to submit to the personal
jurisdiction of such court and consent to extra-territorial service of process.
Further, You waive any right to challenge the selection and choice of
jurisdiction and You acknowledge that the right of selection of jurisdiction
being waived by You is a valid part of the consideration of allowing access to
and use of this Website by You. This Agreement shall be construed and
enforced in accordance with the laws of the state of Michigan, without regard
to conflict of laws principles and without regard to any applicable
International laws, treaties or regulations.
E. Waiver
The waiver by us of a breach of any provision of this Agreement by You shall
not operate or be construed as a waiver of any other or subsequent breach by
You. Any non-enforcement of this agreement by us shall not be considered a
waiver of our rights to enforce the terms hereunder.
F. Modifications
We may, in our sole and absolute discretion, change the terms contained in
this Agreement from time to time. We will post notice of any such changes on
the Website prominently and/or notify all registered users the next time they
log-on after the any changes are effective. Notwithstanding, You agree to
periodically visit these terms of use to determine the then current terms and
conditions applicable to your use of this Website and all Materials. If you
object to any such changes made by us, your sole recourse shall be to cease
using this Website. If you continue to use this Website after notice has been
posted regarding any changes, You agree this shall indicate your acceptance
of all such amendments.
G. Termination of Website Services
We reserve the right at any time, in our absolute sole discretion, to modify or
terminate, either temporarily or permanently, this Website, any of the
Materials or any services or functions offered by or through this Website, with
or without notice. You agree that we shall not be liable to You or to any third
party for any such modification or termination. These Website terms shall
remain in full force and effect notwithstanding any termination of your use of
this website.
H. Headings/Construction
The section titles in these Terms are for convenience only and have no legal
or contractual effect. These Terms will be interpreted without application of
any strict construction in favor of or against You or us.
I. Assignment
These Terms, and any rights and licenses granted hereunder, may not be
transferred or assigned by You, but may be assigned by us without restriction.