Introduction

This user agreement and all policies posted on our sites set out the terms under which MESPAS AG offers you access to and use of our sites, services, applications and tools (collectively "services"). You agree to comply with them all when accessing and/or using our services.

The entity you are contracting with is MESPAS AG ("MESPAS"), Stadelhoferstrasse 42, 8001 Zurich, Switzerland.

About MESPAS

MESPAS provides a marketplace which allows users to offer, sell and buy a wide range of products in a variety of pricing formats and locations. The actual contract is directly between the seller and the purchaser.

While we may provide pricing, shipping, listing and other guidance in our services, such guidance is on an information basis only and you may accept or decline this guidance. Also, while we may help facilitate the resolution of disputes, MESPAS has no control over and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of the purchaser to pay for items; or that a purchaser or seller will actually complete a transaction or return an item.

Using MESPAS software and services

In connection with using or accessing the services you will not:

• Post, list or upload content or items in inappropriate categories or areas on our sites
• Breach or circumvent any laws, third party rights or our systems, policies or determinations of your account status
• Use our services if you are not able to form legally binding contracts
• Manipulate the price of any item or interfere with any other user's listings
• Post false, inaccurate, misleading, defamatory or libellous content
• Distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes
• Distribute viruses or any other technologies that may harm our MESPAS software and services
• Use any robot, spider, scraper or other automated means to access our services for any purpose
• Bypass our robot exclusion headers, interfere with the working of our services or impose an unreasonable or disproportionately large load on our infrastructure
• Reproduce, perform, display, distribute, reverse engineer or prepare derivative works from content that belongs to or is licensed to MESPAS, or that comes from the services and belongs to another MESPAS user or to a third party, including works covered by any copyrights, trademark, patent or other intellectual property right, except with the prior express permission of MESPAS and/or any other party holding the right to license such use.

If we believe you are abusing MESPAS in any way, we may, in our sole discretion and not excluding other actions, limit, suspend, or terminate your user account(s) and access to our services, delay or remove hosted content, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts and take technical and/or legal steps to prevent you from using our services.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our services. Additionally, we reserve the right to refuse or terminate our services to anyone for any reason at our discretion.

Software licence fee

As of 1^st of January 2020 we will charge a fixed, maximum agreed software licence fee per order. Before the change is enforced one user of the company entitled to accept this new fee will be asked online to accept it and must give his/her agreement in the name of his/her company to the new terms. If you do not accept the new software licence fee you will be unable to make offers online or see orders. Should you have questions or need further clarification, please contact support@mespas.com.

Exchange currency

Changing the price into another currency is considered as a service and no responsibility is assumed for the reproduction of data supplied by third parties on the MESPAS website such as exchange rates etc. Neither MESPAS nor any information provider or third-party supplying data to an information provider assumes any liability for any damage or consequential damage caused by incorrectly, inaccurately or incompletely reproduced information or computations on the website.

Invoice

The percentage agreed between our two companies will be charged on a three-monthly basis, payment in arrears, and is due within 30 days. Cancelled orders will be deducted either in the actual period or the period following.

Content entered by users

We may offer catalogues including stock images, descriptions and product specifications that are provided by third-parties (including users). You may use catalogue content solely in connection with your MESPAS listings. That permission is subject to modification or revocation at any time at MESPAS's sole discretion.

While we try to offer reliable data, we cannot promise that the catalogues will always be accurate and up-to-date, and you agree that you will not hold our catalogue providers or us responsible for inaccuracies in the catalogues. The catalogue may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included within the catalogues or create any derivative works based on catalogue content.

Privacy of others

If MESPAS provides you with information about another user, you agree you will use the information only for the purposes for which it is provided to you. You may not disclose, sell, rent or distribute a user's information to a third party for purposes unrelated to the services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Disclaimer of warranties, limitation of liability

We try to keep our services safe, secure and functioning properly, but we cannot guarantee the continuous operation of or access to our services. Bid update and other notification functionality in MESPAS applications may not occur in real time. Such functionality is subject to delays beyond MESPAS's control.

You agree that you are making use of our services at your own risk, and that they are being provided to you on an "as is" and "as available" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we (including our owners, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect or consequential damages) resulting directly or indirectly from:

• Your use of or your inability to use our services
• Pricing, shipping or other guidance provided by MESPAS
• Delays or disruptions to our services
• Viruses or other malicious software obtained by accessing, or linking to, our services
• Glitches, bugs, errors or inaccuracies of any kind in our services
• Damage to your hardware device from the use of any MESPAS service

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Disputes between purchaser and seller

If you have a dispute with one or more users, you release us (and our owners, affiliates and subsidiaries and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

Legal disputes

Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and MESPAS have against each other are resolved.

You and MESPAS agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the MESPAS “terms and conditions” and/or “privacy policy” concerning your use of or access to the services, or any products or services sold or purchased through the services, will be resolved in accordance with the provisions set forth in the legal disputes section.

Applicable law

You agree that, except to the extent inconsistent with or pre-empted by the federal law of Switzerland, the location of jurisdiction is Zurich and, without regard to principles of conflict of laws, this will govern the "terms and conditions" and/or "privacy policy" and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in the “Terms and conditions” and or the “Privacy policy”.

Agreement to arbitrate

You and MESPAS each agree that any and all disputes or claims that have arisen or may arise between you and MESPAS relating in any way to or arising out of this or previous versions of the “terms and conditions” and/or the “privacy policy”, your use of or access to MESPAS services, or any products or services sold, offered or purchased through MESPAS services shall be resolved exclusively through final and binding arbitration, rather than in court.

Arbitration procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the "terms and conditions of use" and/or the “privacy policy” as a court would.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honour all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitration involving different users but is bound by rulings in prior arbitration involving the same MESPAS user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Reject terms and conditions

If you are a new MESPAS user, you can choose to reject this agreement to arbitrate by mailing us a written notice. The notice must be postmarked no later than 30 days after the date you accept the “terms and conditions of use” for the first time. You must mail the notice to MESPAS AG, Stadelhoferstrasse 42, 8001 Zurich, Switzerland.

Amendments and changes

We may amend the “terms and conditions” at any time without prior notice and post it on our website. Our right to amend the “terms and conditions of use” includes the right to modify, add to or remove terms. Your continued access or use of our services constitutes your acceptance of the amended terms.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to the “terms and conditions of use”. Such an account is owned and controlled by the business entity.

The “terms and conditions”, the “privacy policy”, and all policies set forth the entire understanding and agreement between you and MESPAS and supersede all prior understandings and agreements between the parties.

How to contact MESPAS

Any questions about the “terms and conditions” and/or the “privacy policy” should be addressed to support@mespas.com or by mail to: MESPAS AG, Stadelhoferstrasse 42, 8001 Zurich, Switzerland

Version and last update

Version 8, 29^th of November 2019