Last Updated: November 13, 2021
The Rex Industrial Platform offers an online marketplace platform that enables people (“Users,” “you,” “your”) to find manufactured and custom engineered industrial products for design and sale. Users who publish and offer services are “Vendors” and Users who search for, purchase, or use services are “Buyers.” Vendors offer Products (“Products”) and a variety of other services (each Product or service offering, a “Listing”). Some Vendors provide only engineering or design services.
You must register an account to access and use many features of the Rex Industrial Platform, and must keep your account information accurate. By creating an account, you acknowledge and agree that you have read these Terms and you agree to be bound by them. As the provider of the Rex Industrial Platform, Rex Industrial does not own, control, offer or manage any Listings unless expressly noted that Rex Industrial is the Vendor. Rex Industrial is not a party to the contracts concluded directly between Vendors and Buyers unless expressly denoted otherwise in the Listing.
While we work hard to ensure our Users have great experiences using Rex Industrial, we do not and cannot control the conduct of Buyers and Vendors. You acknowledge that Rex Industrial has the right, but does not have any obligation, to monitor the use of the Rex Industrial Platform and verify information provided by our Users. Users acknowledge and agree that Rex Industrial administers its Terms, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Users agree to cooperate with and assist Rex Industrial in good faith, and to provide Rex Industrial with such information and take such actions as may be reasonably requested by Rex Industrial with respect to any investigation undertaken by Rex Industrial regarding the use or abuse of the Rex Industrial Platform.
- Searching and Purchasing on Rex Industrial.
1.1 Use of the Platform. The Rex Industrial Platform is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of the Rex Industrial Platform, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Rex Industrial Platform.
1.2 Searching. You can search for Listings by using criteria like the type of Product or service, area of application, materials, quantity and other fields that may now or exist in the future. You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. Relevance considers factors like price, availability, reviews, popularity, previous purchases and saved Listings, and more.
1.3 Purchasing. When you purchase Products or services offered in a Listing, you are agreeing to pay all charges for your purchase as set forth on the Listing (the “Listing Price”), applicable fees like Rex Industrial’s service fee, offline fees, taxes, and any other items identified during checkout (collectively, “Total Price”). You are also agreeing that any of our third-party payment processors may charge and collect any security deposit identified during checkout. Additionally, when you purchase a good or service, you are agreeing to abide by any regulatory requirements for said Purchase, for example obtaining the proper permits for installation or construction. When you receive the order confirmation, a contract for the purchase and sale of the Products is formed directly between you and the Vendor.
1.4 Engineering and Customization. Where the Rex Industrial Platform permits a Buyer to buy a Product that requires engineering stamps or approvals or customization, the engineering or accounting firm providing such stamps, approvals or designs is a Vendor to the Buyer. Rex Industrial is expressly not the Vendor or providing professional services of any kind or nature whatsoever to the Buyer in that situation. As between Rex Industrial and the Buyer, Buyer hereby holds harmless, indemnifies and releases Rex Industrial from and against all claims, losses, demands, fines, sanctions and/or damages of any kind or nature whatsoever relating to inadequacy of designs, negligent (or worse) hiring or selection, failure to supervise, malpractice or other claims relating to professional nonfeasance or malfeasance of any kind or nature whatsoever. Buyer agrees and understands that it specifically approves of the selection of the professional engineering or design Vendors when it approves and accepts a Listing and agrees to purchase a Product.
1.5 Requirement to Provide Accurate Information. You are responsible for confirming that you provide accurate and complete specifications for any custom engineered product, and any professional or engineering Vendor is entitled to rely on the information provide to you in connection with the order of any Product. You are responsible for informing the Vendor of any conditions, or other circumstances that may impact the requirements or specifications for a custom engineered Product order.
- Cancellations, Refunds and Order Modifications.
2.1 Cancellations, and Refunds. In general, if as a Buyer, you cancel a reservation, the amount refunded to you is determined by the reservation cancellation policy that applies to that Listing. But, in certain situations, in the sole discretion of Rex Industrial, our Cancellation Policy may take precedence and determine what amount is refunded to you. If the Vendor cancels an order, the amount refunded to you is determined by the reservation cancellation policy that applies to that Listing. If the Listing does not contain a cancellation policy, then our Cancellation Policy set forth below shall apply
2.2 Cancellation Policy. A cancellation is deemed received if and only if submitted through the Rex Industrial Platform cancellation workflow. As used in this Section, the term “refund credit” means a credit equal to the Total Price paid by a Buyer.
- If a Buyers cancels prior to the date of acceptance of the order by a Vendor, the Buyer will receive a full refund of the Listing Price. If a Buyers cancels after an order has been accepted by a Vendor, the Buyer will not be entitled to any refund. Rex Industrial reserves the right but not the obligation to offer a refund credit in lieu of a refund in any of the circumstances described above, including a less than 24 hours’ notice cancellation.
- If the Vendor cancels, the Buyers will receive a full refund of the Listing Price, unless the Listing provides for only a refund credit.
- In the case of inclement weather or other force majeure which requires cancellation of the sale, the Buyers will be entitled to a refund credit, unless the Listing provides otherwise.
2.3 Order Modifications. Buyers and Vendors are responsible for any order modifications they agree to make via the Rex Industrial Platform or direct Rex Industrial customer service to make on their behalf (“Order Modifications”), and agree to pay any additional amounts, fees, or taxes associated with any Order Modification.
- Your Responsibilities and Assumption of Risk.
3.1 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to use your account for the Rex Industrial Platform. For example, this means: (i) you are responsible for the safety and quality of your Products associated with any Listing (or, if applicable, the professional or engineering services), and (ii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are using the Rex Industrial Platform in the course and scope of your employment with an organization, your organization is bound to these Terms.
3.2 Your Assumption of Risk. You acknowledge that many activities and purchases on the Rex Industrial Platform carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Rex Industrial Platform and any Rex Industrial Materials and/or User Content (as defined in Section 5), including your purchase of any Products, participation in any messaging or User-to-User activities, use of any other professional or engineering Service, or any other interaction you have with other Users whether in person or online. This means it is your responsibility to investigate a Listing to determine whether it is suitable for you. For example, Products purchased via Listings may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to obtain the services or purchase the Products using the Rex Industrial Platform. The Rex Industrial Platform is a marketplace connecting Vendors and Buyers, but Users are ultimately interacting independently of each other. Rex Industrial is not responsible for acts, omissions or intentional acts that may give rise to losses or damages between Users.
- Services, Eligibility, User Accounts, Prices and Fees.
4.2 Eligibility. In order to use the Rex Industrial Platform, you must be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. These Terms apply to all categories of Users
4.3 Users Accounts. You must register an account to access and use many features of the Rex Industrial Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Rex Industrial Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Rex Industrial if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.
4.4 Prices. Rex Industrial and Vendor have agreed to the following Services at the following fees, as applicable:
Transaction Fee. Vendor agrees to pay Rex Industrial 12% fee of the Total Price (as defined in the Rex TOU) of any transactions that occur on the Platform or were directed through the Platform to Vendor.
4.5 Fees. Rex Industrial may charge fees (and applicable Taxes) to Vendors and Buyers for use of the Rex Industrial Platform. Except as otherwise provided on the Rex Industrial Platform, service fees are non-refundable. Rex Industrial reserves the right to change the service fees at any time, and will provide Users notice of any fee changes before they become effective. Fee changes will not affect orders made prior to the effective date of the fee change. Fees and other conditions for Users’ access to and use of the Rex Industrial Platform may be governed by the another agreement between a User and Rex Industrial (a “Separate Agreement”), which such Separate Agreement would provide additional or supplemental these Terms, to the extent noted therein.
By selecting the “Check Box” on the website you accept these terms. If you do not accept these Vendor TOU, you must discontinue use of the Rex Industrial Platform immediately.
- Content Policy.
5.1 Ownership; Proprietary Rights. Rex Industrial is the sole owner of the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, applications, software, the services, and all other elements of the Rex Industrial Platform and any service product, data, application, software development kit or technology that are provided by Rex Industrial (“Rex Industrial Materials”) or are otherwise owned and operated by Rex Industrial. Rex Industrial Materials do not include User Content (defined below) or any Non-Rex Industrial Content (as defined below). Except as expressly authorized by Rex Industrial, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Rex Industrial Platform or the Rex Industrial Materials. Rex Industrial reserves all rights not expressly granted in these Terms. Users shall not acquire any right, title, or interest to the Rex Industrial Materials, except for the limited rights set forth in these Terms
5.3 Your Representations and Warranties Regarding User Content. You shall be solely responsible for your own User Content and the consequences of posting or publishing them. In connection with User Content, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize the License described about to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by Rex Industrial and these Terms, and to grant the rights and License set forth in this Section, and (ii) your User Content, Rex Industrial’s use of such User Content pursuant to these Terms, and Rex Industrial’s exercise of the License set forth in this Section, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation. Furthermore, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available on the Rex Industrial Platform: (i) any falsehoods or misrepresentations that could damage Rex Industrial or any third party; (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, sexually, gender, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) advertisements or solicitations of business, products, or services; or (iv) any material that would be harmful to minors in any manner. You represent, warrant and agree that you have obtained the prior requisite consent and permission to display and post on the Rex Industrial Platform any personally identifiable information submitted by you, including any text, personally identifiable information, pictures, photographs, videos, names, or the like. You further represent, warrant and agree that you will comply with all export controls, arms limitations or controls and other provisions of applicable law.
5.4 Reviews. After each transaction on the Rex Industrial Platform, Buyers and Vendors will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our Content Policy (as may exist now or hereafter). Reviews are not verified by Rex Industrial for accuracy and may be incorrect or misleading.
5.5 Non-Rex Industrial Content Disclaimer. You understand that when using the Rex Industrial Platform you will be exposed to User Content and other third party content (together, the “Non-Rex Industrial Content”) from a variety of sources, and that you may be exposed to Non-Rex Industrial Content that is inaccurate, offensive, indecent, or otherwise objectionable. Rex Industrial does not endorse any Non-Rex Industrial Content or any opinion, recommendation, or advice expressed therein. IN ANY DEALINGS YOU HAVE WITH OTHER USERS AND OTHER THIRD PARTIES THROUGH THE REX INDUSTRIAL PLATFORM, YOU ARE SOLELY RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH SUCH DEALINGS. Under no circumstances will Rex Industrial be liable in any way for or in connection with the Non-Rex Industrial Content, including, but not limited to, for any inaccuracies, errors or omissions in any Non-Rex Industrial Content, any intellectual property infringement with regard to any Non-Rex Industrial Content, or for any loss or damage of any kind incurred as a result of the use of any Non-Rex Industrial Content posted, emailed or otherwise displayed or transmitted through the Rex Industrial Platform (or otherwise through any Rex Industrial Materials).
5.6 Non-Monitoring of Users and Non-Rex Industrial Content. You understand that all Non-Rex Industrial Content is the sole responsibility of the User and/or third party who submitted such Non-Rex Industrial Content. This means that you, and not Rex Industrial, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available through the Rex Industrial Platform. Rex Industrial does not control the Non-Rex Industrial Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Non-Rex Industrial Content for any purpose. If at any time, Rex Industrial chooses, in its sole discretion, to monitor the Non-Rex Industrial Content, Rex Industrial nonetheless assumes no responsibility for the Non-Rex Industrial Content, no obligation to modify or remove any inappropriate Non-Rex Industrial Content, and no responsibility for the conduct of the User submitting any such Non-Rex Industrial Content. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Non-Rex Industrial Content, including any reliance on the accuracy, completeness, usefulness, or legality of such User Content or other Non-Rex Industrial Content. Rex Industrial cannot and does not guarantee any User’s professed identity, including without limitation the identity or nonprofit, tax exempt status of any organization, individual or entity claiming nonprofit status or tax-exempt treatment. Users of the Rex Industrial Platform agree to accept the risks of dealing with people acting under false pretense and that Rex Industrial is not responsible for the acts or omissions of Users of any kind. Rex Industrial reserves all rights to conduct background checks of its choosing to verify User identity, but it assumes no obligation to do so by reserving this right.
5.7 Removal of Non-Rex Industrial Content. Rex Industrial and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any Non-Rex Industrial Content that is available on the Rex Industrial Platform in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
- Prohibited Uses of the Rex Industrial Platform. As a condition of your use of the Rex Industrial Platform, you hereby represent and warrant that you will not use the Rex Industrial Platform (or any Rex Industrial Materials) for any purpose that is unlawful or prohibited (including without limitation, the prohibitions in this Section) by these Terms.
- Any use by you of any of the Rex Industrial Materials and the Rex Industrial Platform other than as permitted by these Terms is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit, any portion of Rex Industrial Materials, use of Rex Industrial Materials, access to Rex Industrial Materials, or Non-Rex Industrial Content obtained through Rex Industrial Materials, for any purpose other than for your personal, private, non-commercial purposes.
- You agree not to use Rex Industrial Materials if you do not meet the eligibility requirements described in these Terms.
- You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the Rex Industrial Platform, or collect, or attempt to collect, personal information about users or third parties without their consent.
- You agree not to intentionally interfere with or damage, impair or disable the operation of the Rex Industrial Platform or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code.
- You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Rex Industrial Platform, features that prevent or restrict the use or copying of any part of the Rex Industrial Platform, or features that enforce limitations on the use of the Rex Industrial Platform.
- You agree not to attempt to gain unauthorized access to Rex Industrial Platform, or any part of it, other accounts, computer systems or networks connected to the Rex Industrial Platform, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Rex Industrial Platform or any activities conducted through the Rex Industrial Platform.
- You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Rex Industrial Platform. You agree neither to modify the Rex Industrial Platform in any manner or form, nor to use modified versions of the Rex Industrial Platform, including (without limitation) for the purpose of obtaining unauthorized access to the Rex Industrial Platform.
- You agree not to utilize framing techniques to enclose any trademark, logo, copyright or other the service without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing Rex Industrial’s name or trademarks without our express written consent.
- You agree not to deep-link to Rex Industrial and will promptly remove any links that Rex Industrial finds objectionable in its sole discretion. You agree not to use any Rex Industrial logos, graphics, or trademarks as part of the link without our express written consent.
- You agree not to make unsolicited offers, advertisements, proposals, or send junk mail, commercial communications or spam to other users of the Rex Industrial Platform as a User. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
- You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, software architecture, database structure or other elements of the Rex Industrial Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- You agree not to modify, adapt, translate, or create derivative works based upon the Rex Industrial Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- You agree that you will not use any robot, spider, scraper, or other automated means to access the Rex Industrial Platform for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Rex Industrial Platform.
- You agree that you will not use the Rex Industrial Platform to produce any harmful, infringing or defective product.
- You agree that Rex Industrial shall have the right not to honor any Rex Industrial product or hardware piece containing infringing, harmful, defective, obscene, destructive or otherwise dangerous items using the Rex Industrial Platform, and Rex Industrial shall have the right to refuse to refund any fees associated with the same.
- You agree that you will not organize or facilitate unauthorized parties or events. You are responsible and liable for any party or event during your reservation.
- You agree that you will not use the name, logo, branding, or trademarks of Rex Industrial or others without permission.
- You agree that you will not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Rex Industrial branding.
- You agree that you will not offer Products or services that violate the laws or agreements that apply to you.
- Reporting Violations; Infringement.
7.1 Reporting Violations. If you believe that a User, Listing, User Content or other Non-Rex Industrial Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Rex Industrial. In addition, if you believe that a User, Listing, User Content or other Non-Rex Industrial Content has violated our Terms, you should report your concerns to Rex Industrial. If you reported an issue to local authorities, Rex Industrial may request a copy of that report and you will be obligated to produce it to Rex Industrial. Except as required by law, you agree that we are not obligated to take action in response to any report.
7.2 Digital Millennium Copyright Act Compliance. If you are a copyright owner or an agent thereof, and believe that any User Content or other Non-Rex Industrial Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on Rex Industrial are covered by a single notification, a representative list of such works from Rex Industrial;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Rex Industrial to locate the material;
- Information reasonably sufficient to permit Rex Industrial to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Rex Industrial’s designated Copyright Agent to receive notifications of claimed infringement is:
Rex Industrial Inc.
- Termination, Suspension and other Measures.
8.1 Term. The agreement between you and Rex Industrial reflected by these Terms is effective when you access the Rex Industrial Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.
8.2 Termination. You may terminate this agreement at any time by deleting your account. Rex Industrial may terminate this agreement and your account for any reason by giving you notice via email or using any other contact information you have provided for your account. Rex Industrial may also terminate this agreement immediately and without notice and stop providing access to the Rex Industrial Platform if you breach these Terms, you violate our Terms, you violate applicable laws, or we reasonably believe termination is necessary to protect Rex Industrial, its Users, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.
8.3 Users Violations. If (i) you breach these Terms, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Rex Industrial believes it is reasonably necessary to protect Rex Industrial, its Users, or third parties; Rex Industrial may, with or without prior notice:
- suspend or limit your access to or use of the Rex Industrial Platform and/or your account;
- suspend or remove Listings, Reviews, or other User Content;
- cancel pending or confirmed orders; or
- suspend or revoke any special status associated with your account.
For minor violations or where otherwise appropriate as Rex Industrial determines in its sole discretion, you will be given notice of any intended measure by Rex Industrial and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting customer service. If a reservation is cancelled under this Section, the amount paid to the Vendor will be reduced by the amount we refund or otherwise provide to the Buyers, and by any other costs we incur as a result of the cancellation.
8.4 Legal Mandates. Rex Industrial may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 8.3.
8.5 Effect of Termination. If you are a Vendor and terminate your Rex Industrial account, any confirmed order(s) will be automatically cancelled and your Buyers will receive a full refund of the Total Price (at your expense). If you terminate your account as a Buyer, any confirmed purchase will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your User Content. If your access to or use of the Rex Industrial Platform has been limited, or your Rex Industrial account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Rex Industrial Platform through an account of another User.
Rex Industrial may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Rex Industrial Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Rex Industrial Platform will constitute acceptance of the revised Terms.
- Resolving Damage Claims and Platform Errors.
10.1 Damage Claims. If a User provides evidence that another Users damaged their real or personal property (“Damage Claim”), the complaining Users must resolve the Damage Claim amongst themselves. As set forth more fully in Section 14, Users are indemnifying and holding harmless Rex Industrial from Damage Claims relating to the failure of Products or services or any other claims relating to any Listings. Rex Industrial merely maintains an online marketplace and platform to connect Users. You agree that Rex Industrial may seek to recover from you under any insurance policies you maintain, and that Rex Industrial may also pursue against you any remedies it may have available under applicable law. You agree to cooperate in good faith, provide any information Rex Industrial requests, execute documents, and take further reasonable action, in connection with Damage Claims, Users complaints, claims under insurance policies, or other claims related to your provision or use of the Rex Industrial Platform.
10.2 Error Reporting and Feedback.
You may provide us either directly at firstname.lastname@example.org or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to the Rex Industrial Platform (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub- licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.
- Mobile Application. The following terms apply in the event we offer a mobile application.
11.1 Application License. Subject to your compliance with the Terms, Rex Industrial grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of Rex Industrial’s software application for mobile devices (the “Application”) on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.
11.2 App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that the Terms are between you and Rex Industrial and not with the App Store. Rex Industrial, not the App Store, is solely responsible for the Rex Industrial Materials, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Rex Industrial Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
- Disclaimer of Warranties.
YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION, THE TERM “WE” AND “US” INCLUDES REX INDUSTRIAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, REDHIBITION, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WE PROVIDE THE REX INDUSTRIAL PLATFORM AND ALL CONTENT, INCLUDING NON-REX INDUSTRIAL CONTENT, “AS IS” WITHOUT WARRANTY OF ANY KIND AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. FOR EXAMPLE: (I) WE DO NOT ENDORSE OR WARRANT THE EXISTENCE, CONDUCT, PERFORMANCE, SAFETY, QUALITY, LEGALITY OR SUITABILITY OF ANY BUYERS, VENDORS, PROFESSIONALS PROVIDING SERVICES, LISTINGS OR THIRD PARTY PRODUCTS, SERVICES OR CONTENT; (II) WE DO NOT WARRANT THE PERFORMANCE OR NON-INTERRUPTION OF THE REX INDUSTRIAL PLATFORM; AND (III) WE DO NOT WARRANT THAT VERIFICATION, IDENTITY OR BACKGROUND CHECKS OR SUPERVISORY REVIEW OF PROFESSIONALS, PRODUCTS, SERVICES OR LSITINGS AS HAVING BEEN UNDERTAKEN. ANY REFERENCES TO A USER OR LISTING BEING “VERIFIED” (OR SIMILAR LANGUAGE) INDICATE ONLY THAT THE USERS OR LISTING OR REX INDUSTRIAL HAS COMPLETED A RELEVANT VERIFICATION OR IDENTIFICATION PROCESS , MEANING EMAIL AND CONTACT INFORMATION HAS BEEN VERIFIED AS BEING ABLE TO SEND AND RECEIVE MESSAGES AND NOTHING ELSE. THE DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU HAVE STATUTORY RIGHTS OR WARRANTIES WE CANNOT DISCLAIM, THE DURATION OF ANY SUCH STATUTORILY REQUIRED RIGHTS OR WARRANTIES, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Limitations on Liability.
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, PRODUCT LIABILITY, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF REX INDUSTRIAL HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF REX INDUSTRIAL, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES ON THE REX INDUSTRIAL PLATFORM FOR THE PRIOR 12 MONTHS, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Indemnification; Hold Harmless.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, DEFEND (AT REX INDUSTRIAL’S OPTION), INDEMNIFY, AND HOLD REX INDUSTRIAL AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF THE FOREGOING HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (I) YOUR BREACH OF THESE TERMS (INCLUDING ANY SUPPLEMENTAL OR ADDITIONAL TERMS THAT APPLY TO A PRODUCT OR FEATURE) (II) YOUR IMPROPER USE OF THE REX INDUSTRIAL PLATFORM, (III) YOUR INTERACTION WITH ANY USERS, PRUCHASE OR USE OF ANY PRODUCTS, PARTICIPATION IN A LISTING, OR USE OF OTHER SERVICE, INCLUDING WITHOUT LIMITATION ANY INJURIES, LOSSES OR DAMAGES (WHETHER COMPENSATORY, DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE) OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF SUCH INTERACTION, STAY, PARTICIPATION OR USE, (IV) YOUR FAILURE, OR OUR FAILURE AT YOUR DIRECTION, TO ACCURATELY REPORT, COLLECT OR REMIT TAXES, OR (V) YOUR BREACH OF ANY LAWS, REGULATIONS OR THIRD PARTY RIGHTS SUCH AS INTELLECTUAL PROPERTY OR PRIVACY RIGHTS. REX INDUSTRIAL RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF REX INDUSTRIAL. REX INDUSTRIAL WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
- Governing Law, and Dispute Resolution and Arbitration Agreement
15.1 Governing Law. These Terms shall be governed and construed in accordance with the laws of State of Delaware without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding the Rex Industrial Platform and supersede and replace any prior agreements we might have had between us regarding the Rex Industrial Platform.
15.2 Dispute Resolution and Arbitration Agreement. The Users hereby agree that any and all disputes, claims or controversies between Users and Rex Industrial, including but not limited to any dispute arising out of or relating to these Terms shall be resolved through a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process: (1) an informal negotiation directly with Rex Industrial’s customer service team, and any disputes which are not resolved by mutual agreement shall be resolved by (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Rex Industrial each retain the right to seek relief in small claims court as an alternative to arbitration.
15.3 Arbitration Agreement. For purposes of this Arbitration Agreement (“Agreement”) the term “parties” shall include Rex Industrial, and the Users including both Buyers and Vendors (whether the Vendor provides Products or services related to Products). In arbitration, each side in the dispute presents its case, including evidence, to a neutral third party called an “arbitrator,” rather than to a judge or jury. The parties agree that any arbitration shall be conducted before one neutral arbitrator selected by the parties and shall be conducted under the American Arbitration Association Arbitration Rules & Procedures then in effect. The parties agree that this Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et seq (“FAA”). The parties also understand and agree that Rex Industrial is engaged in transactions involving interstate commerce.
The arbitration shall take place in Baton Rouge, Louisiana. The parties are entitled to be represented by their own legal counsel in the arbitration proceeding and agree to maintain the proceedings and the award, including the hearing, as confidential, except as is otherwise required by court order, required by law, or as is necessary to confirm, vacate or enforce the award. The arbitrator shall have the authority to order such discovery by way of deposition, interrogatory, document production, or otherwise, as the arbitrator considers necessary for a full and fair exploration of the issues in dispute, consistent with the expedited nature of arbitration. The arbitrator is authorized to award any remedy or relief available under applicable law that the arbitrator deems just and equitable, including any remedy or relief that would have been available to the parties had the matter been heard in a court. Nothing in this Agreement shall prohibit or limit the parties from seeking provisional remedies, such as injunctive relief from a court of competent jurisdiction. The arbitrator shall have the authority to provide for the award of attorney’s fees if such award is separately authorized by applicable law. The decision of the arbitrator shall be in writing and shall provide the reasons for the award unless the parties agree otherwise. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision is final and binding which means there will be no trial by a judge or jury, or ability to appeal the arbitrator’s decision except as provided by the FAA or analogous state law.
15.4 Agreement to Arbitrate. You and Rex Industrial mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Rex Industrial Platform, purchase of Products, use or purchase of professional or other services, or any User Content (collectively, “Disputes”) will be settled by binding individual arbitration pursuant to this Agreement. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Rex Industrial agree that the arbitrator will decide that issue.
15.5 Exceptions to Arbitration Agreement. You and Rex Industrial each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief. You and Rex Industrial agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.
15.6 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
15.7 Jury Trial Waiver. You and Rex Industrial acknowledge and intentionally agree that each are waiving the right to a trial by jury as to all arbitrable Disputes.
15.8 No Class Actions or Representative Proceedings. You and Rex Industrial acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right to participate as a plaintiff or class Users in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless agreed in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.
15.9 Severability. Except as provided in this Section, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
15.10 Changes to Agreement to Arbitrate. If Rex Industrial changes this Section after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Rex Industrial (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Rex Industrial.
15.11 Survival. This Section 15 will survive any termination of these Terms and will continue to apply even if you stop using the Rex Industrial Platform or terminate your Rex Industrial account.
16.2 Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference under Section 16.1) constitute the entire agreement between Rex Industrial and you pertaining to your access to or use of the Rex Industrial Platform and supersede any and all prior oral or written understandings or agreements between Rex Industrial and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Rex Industrial. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”
16.3 No Waiver. Rex Industrial’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision.
16.4 Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Rex Industrial without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
16.5 Notice. Unless specified otherwise, any notices or other communications to Users permitted or required under this agreement, will be provided electronically and given by Rex Industrial via email, Rex Industrial Platform notification, messaging service (including SMS and Chat), or any other contact method we enable and you provide. If Notice is by email, it will be provided to the email provided by you with your account information and it is your responsibility to update such account information for any changes.
16.6 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
16.7 Independence of Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Rex Industrial as a result of these Terms or use of the Rex Industrial Platform. You further acknowledge that by submitting User Content or other Non-Rex Industrial Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Rex Industrial other than pursuant to these Terms.
16.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
16.9 Third-Party Services. The Rex Industrial Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Rex Industrial is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
16.10 Survival. Sections 5, 6, 8.3, 8.4, 8.5, 12, 13, 14, 15, and 16 will survive any termination of these Terms.
16.11 Contact Us. If you have any questions about these Terms please email us at email@example.com.