Terms of ServiceLast updated: 04/18/2023
If you do not agree with the content of the legal texts, you should cease using the Platform.
Registration on the Platform and the subsequent use of it will bestow on the individual the capacity of "User" and entails full acceptance of the complete provisions set out in the legal texts according to the version timely published in the website.
This Terms of Service describes the terms and conditions applicable to your use of the Platform.
1. Application of and Acceptance of Terms and Conditions
- For purposes of this Agreement, a "User" is any person who accesses the Platform for whatever purpose, and who have registered with Mercamadrid Online as a registered User. The term User includes the person using this Platform and any legal entity which may be represented by such person under actual or apparent authority.
- By accessing or using the Platform, you hereby agree to accept the terms and conditions set forth therein and you shall be bound by them, including any further upgrade, modification, addition or change to this Platform.
- Mercamadrid Online may amend these terms at any time by posting the amended terms on the Platform. The amended and restated terms shall be effective immediately upon posting. Posting by Mercamadrid Online of the and your continued use of the Platform shall be deemed to be acceptance of the amended terms.
- Mercamadrid Online service has a monthly cost of 100€ + taxes for users with profile Seller. Platform owner may change this amount at any time informing previously to the users.
- Users may use this Platform solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Platform (the "Mercamadrid Online Content") for the purpose of reselling or re-distributing the Mercamadrid Online Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with Mercamadrid Online, or otherwise commercially exploiting the Mercamadrid Online Content. Systematic retrieval of Mercamadrid Online Content from this Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Mercamadrid Online is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these terms is prohibited.
- Some of the Mercamadrid Online Content displayed on this Platform is collected from third parties ("Third Party Content"). Mercamadrid Online is not the author of third-party content, whether contributed by providers or buyers. Neither Mercamadrid Online nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of the Third Party Content on the Platform. Any Third Party Content is the sole responsibility of the party who provided the content. Mercamadrid Online is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, Mercamadrid Online is not responsible for the conduct of any User's activities on the Platform, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
- Mercamadrid Online may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise i.e. seller's profile) to such Third Party's website. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that Mercamadrid Online has no control over such third party's website, does not monitor such sites, and Mercamadrid Online shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website. The use of the hyperlinks will be done at users own responsibility.
- Messages or information sent by a User through communication systems provided by the Platform, or through emails, chat or letters to addressees obtained from the Platform, shall not contain any of the materials described in the provisions of Section 5.5 below.
- Mercamadrid Online reserves the right to cancel, limit, deny or create different access to the Platform and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User hereby agrees that in no event shall Mercamadrid Online be liable to the User or any third parties for any inability to use the Platform (whether due to disruption, limited access, changes to or termination of any features on the Platform or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Platform or any of its features.
- No User shall undertake any scheme to undermine the integrity and Good performance of the computer systems or networks used by Mercamadrid Online and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks.
- The Users undertake not to use the Platform service to infringe the intellectual property rights of Mercamadrid Online or others in any way. Mercamadrid Online will in appropriate circumstances terminate the accounts of members or users who are repeat infringers of the copyrights, or other intellectual property rights, of others. Mercamadrid Online reserves the right to terminate the account of a user upon any single infringement of the rights of Mercamadrid Online or others in conjunction with use of the Platform service, or if Mercamadrid Online believes that user conduct is harmful to the interests of Mercamadrid Online, its affiliates, or other users, or for any other reason in Mercamadrid Online's sole discretion, with or without cause.
- Mercamadrid Online strictly forbids the use of any automated system or software, whether operated by third parties or otherwise, to extract information from this website for commercial purposes ("screen scraping").
- The User Guides included in the Platform have been included only for mere informative purposes. Under any circumstance Mercamadrid Online will be considered liable if the connections of functioning are not working properly.
3. Registered Users
- Each User who has filled out the on-line registration form on the Platform is a registered user of the Platform (hereunder, "Registered User"). Mercamadrid Online will establish an account ("Account") for each Registered User and each Registered User will log-in to its own Account by entering email ("Email") and password ("Password").
- Mercamadrid Online may suspend or terminate a Registered User's Account at any time if (a) in Mercamadrid Online's determination, there is any breach of the provisions of these terms by the Registered User; or (b) Mercamadrid Online has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) Mercamadrid Online believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, other Platform Users or affiliates.
- Notwithstanding Section 3.1 above, Mercamadrid Online may refuse registration and deny the issuance of an Account and/or Email Account and Password to any User for whatever reason, at its own discretion.
4. Users who post information in Mercamadrid Online
- You must be a Registered User in order to post information on the Platform using the tools provided through the Platform. Your status as a Registered User is governed by the provisions of Section 3 above.
- Each User hereby represents, warrants and agrees to provide Mercamadrid Online with true, accurate, current and complete information to be displayed on the Platform and maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to Mercamadrid Online to display and use all information published in the Platform.
- Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret or patent licenses and permissions or such other licenses or permissions as may be required in connection with any proprietary rights of any third party, for any material or information it posts on the Platform, provides or authorizes Mercamadrid Online to display.
- Each User hereby represents, warrants and agrees it shall be solely responsible for ensuring that any material or information it posts on the Platform authorizes or provides to Mercamadrid Online to display, does not, and that the products represented thereby do not, violate any third party rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Platform, and that such manufacture, offer, sale, importation and/or distribution of those products violates no third-party rights.
- Each User hereby represents, warrants and agrees that information submitted to Mercamadrid Online for display on the Platform shall not list any content that could violate any applicable law, statute, ordinance or regulation, or that violates any patent, trademark, other intellectual property rights, trade secrets or any other rights of another party. Furthermore, User agrees that will not use this Platform or Mercamadrid Online's services for chain letters, junk mail, "spamming" or commercial solicitations or to send any message or content that (a) is libellous, defamatory, vulgar, obscene, pornographic, threatening, invasive of privacy or publicity rights, hateful, abusive or illegal; (b) contains viruses or other features that might contaminate or destroy this website; (d) infringes the patent, trademark, copyright, trade secret or other intellectual property rights of any other person or party; (d) impersonates any person or entity or falsely represents your affiliation with another person or entity; (e) contains a computer virus or code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or (f) otherwise gives rise to liability or violates any other applicable law.
- Mercamadrid Online provides an electronic web-based platform for exchanging information between buyers and suppliers of products. Mercamadrid Online does not represent the seller nor the buyer in any of the transactions.
- The Platform uses official information sources to verify the accuracy of the information our users provide us when they register on the Platform. However, Mercamadrid Online does not confirm each User's purported identity. The User warrants to act diligently as well as use common sense, to evaluate with whom is dealing. Mercamadrid Online is not a party and does not assume any liability in relation to transactions between buyer and seller.
- As soon as the buyer selects the "Buy" button, the buyer's offer will immediately be sent to the seller, who, if agrees with the offer, will accept it. A proforma will be issued once the order has been accepted by the seller, including the description, price and quantity of the product, which shall be signed by the seller.
- Both the buyer and the seller will be able to consult in their Mercamadrid Online profile the proformas that have been issued in the course of the transactions performed.
- Notwithstanding the foregoing, Mercamadrid Online does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Platform or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Platform to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Platform. The claim, if possible, will be made to the Supplier. Such risks shall include, but are not limited to:
- Misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents.
- The risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Platform may violate or may be asserted to violate third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties' assertion of third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third Party Rights claimants.
- The risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Platform as a result of purchase and sale transactions in connection with using the Platform may suffer harms and/or assert claims arising from their use of such products.
- All of the foregoing risks are hereafter referred to as "Transaction Risks". Each User agrees that Mercamadrid Online shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction.
- Users are solely responsible for all the terms and conditions of the transactions conducted on, through or as a result of use of the Platform, including, without limitation, terms regarding payment, returns, warranties, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
- In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Mercamadrid Online (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
6. Limitations of liability
- The features and services on the Platform are provided on an "AS IS" and "AS AVAILABLE" Basis, and Mercamadrid Online hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
- Mercamadrid Online makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or correctness of any information provided on or through the site. Mercamadrid Online does not represent or warranties that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third party rights. Mercamadrid Online makes no representations or warranties of any kind concerning any product or service offered or displayed on the Platform.
- Any material downloaded or otherwise obtained through the Platform is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Mercamadrid Online or through or from the Platform shall create any warranty not expressly stated herein.
- Under no circumstances shall Mercamadrid Online be held liable for an delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
Each User hereby agrees to indemnify and hold Mercamadrid Online, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise:
- From User's use of the Platform (including but not limited to the display of such User's information on the Platform).
- From breach of any of the terms and conditions of this Agreement.
- From User's breach of any representations and warranties made by User to Mercamadrid Online, including but not limited to those set forth in Sections 4.3, 4.4 and 4.5 above.
- Directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Platform. Each User hereby further agrees that Mercamadrid Online is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Mercamadrid Online reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Mercamadrid Online in asserting any available defenses.
Mercamadrid Online shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
- The use or the inability to use the Platform.
- Any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Platform.
- Violation of Third Party Rights or claims or demands that Users' manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Platform may violate or may be asserted to violate Third Party Rights.
- Transport services contracted by the buyer, which in any case will be outsourced to a transport service provider, without prejudice to Mercamadrid Online's ability to make recommendations to the buyer, through a service supplier, when contracting a transporter or another.
- Or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants.
- Unauthorized access by third parties to data or private information of any User.
- Statements or conduct of any User of the Platform.
- Or any matters relating to Premium Services however arising, including negligence.