each referred to as a “Party” and together the
1. Application and Acceptance of the Terms
1.2 You acknowledge and agree that RR may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms will apply to you.
1.3 You may be required to enter into a separate agreement, whether online or offline, with RR or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
2. Provision of Services
2.1 The RR contracting entity that you are contracting with is Reverse Resources OÜ, a company registered in Estonia with registration number 12675453 , and having its registered office at Tähtvere 11-7, Tartu 51007, Estonia.
2.2 You must register as a member on the Sites in order to access and use some Services. Further, RR reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) that RR may impose in our discretion.
2.3 Services (or any features within the Services) may vary for different regions, countries and user groups. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. RR may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 RR may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice.
3. Users Generally
3.1 As a condition of your access to and use of the Site or Services, you agree that you will comply with all applicable laws and regulations when using the Sites or Services.
3.2 You agree to use the Site or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Site (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with RR, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites 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 RR is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
3.4 You agree not to undertake any action to undermine the integrity of the computer systems or networks of RR and/or any other User nor to gain unauthorized access to such computer systems or networks.
4. Member Accounts
4.1 User must be registered on the Site to access or use some Services (a registered User is also referred to as a “Member” below). RR may cancel or terminate a User’s member account if RR has reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, RR may reject User’s application for registration for any reason.
4.2 Upon registration on the Sites, RR shall assign an account and issue a member ID and password to each registered User.
4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify RR immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 Member agrees that all activities that occur under your account will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to RR or other Users of the Sites. Member shall indemnify RR, our directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, RR shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
4.6. RR differentiates between different Members in the system based on User Roles in the software. There are currently 2 different User Roles: (1) Factory User, and (2) Public marketplace User (other User roles will be added in the near future).
- Factory User only has access to data that is provided by Factory User Accounts that are related to this factory, based on the access granted to this User by Factory management. Such User account can only be set up by RR Admin User, all background information will be checked personally by RR team members.
- Public Marketplace User Account can be registered through RR website via a registration form and a Member ID is generate automatically. Such Public User Account only has access to limited data from the RR platform: fabric technical data, leftover volumes and prices which are published by a Factory user for public view. RR will not disclose any other data entered by any Factory User to any User who is not registered as a user of the same Factory unless agreed so in written.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Sites and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Sites or your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Each Member represents, warrants and agrees that you shall be responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display.
5.5 If any User Content that you submit, post or display might infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of you or any third party (“Third Party Rights”) when such information was shared publicly, you shall be responsible of informing RR in written which contect needs to be protected from public access and provide the list of Users who have the right to access such information on your behalf.
5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.
5.6 Each Member further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Sites in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Sites in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Sites to defraud any person or entity;
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate RR’s various proprietary directories, databases and listings;
i) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by RR and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
k) not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for RR.
5.7 Member may not use, develop or help to develop any online data exchange and/or marketplace Services or engage in activities which are identical or similar to RR’s Site and Services that might end up creating direct or indirect competition to RR. This applies to such services that enable remanufacturing, recycling or closing the loop in other ways for the industrial textile leftover materials (incl. fibres, yarns, fabrics, pieces of fabrics, jhute/shoddy, etc) in relation to multiple supplier and buyer network.
5.8 If Member provides a business referee, Member represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from your business partners and associates to (a) act as your business referee; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain your consent.
5.9 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for RR’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, RR shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.10 Member acknowledges and agrees that RR shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Sites. RR does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
5.11 Member acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
6. Breaches by Members
6.1 RR reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Site which we reasonably believe is unlawful, violates the Terms, could subject RR to liability, or is otherwise found inappropriate in RR’s opinion.
6.2 If any Member breaches any Terms, or if RR has reasonable grounds to believe that a Member is in breach of any Terms, RR shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Member’s account and any and all accounts determined to be related to such account by RR in its discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any material listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display; (iv) imposing other restrictions on the Member’s use of any features or functions of any Service as RR may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as RR may deem necessary or appropriate in its sole discretion.
6.3 RR reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, RR may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. RR shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against RR for such disclosure.
6.4 If a Member is in breach of the Terms, RR also reserves the right to publish the records of such breach on the Site. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, RR also reserves the right to disclose the records of such breach to our other Users who might be at risk of getting injured.
6.5 Each Member agrees to indemnify RR, our directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Sites or Services, or from your breach of the Terms.
6.6 Each Member further agrees that RR is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Site, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. RR reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with RR in asserting any available defenses.
7. Transactions Between Buyers and Suppliers
7.1 Through the Site, RR provides electronic web-based platforms for exchanging information between buyers and suppliers of leftover materials and services related to remanufacturing, recycling or closing the loop of material use in other ways. RR additionally provides electronic web-based transaction platform for Members to place, accept, manage and fulfill orders for the provision of leftover materials and services online within the Site subject to the terms of the RR. And lastly, RR provides consultation and training services to help Members implement and improve efficiency of remanufacturing, recycling and closing the loop in other ways. However, for any Services, RR does not represent either the supplier or the buyer in specific transactions. RR does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the materials or services offered for sale on the Sites or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
7.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. RR uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on the Sites. However, because user verification on the Internet is difficult, RR cannot and does not confirm each Publich marketplace User's purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing. For Supplier (factory) user accounts, we verify each user carefully, only giving access to internal data to those users who are verified by Factory main contact person.
7.3 Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Site or Services, 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 materials or services that are the subject of transactions using the Site.
7.4 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
7.5 User agrees to provide all information and materials as may be reasonably required by RR or the other party of the transaction in connection with your transactions conducted on, through or as a result of use of the Site or Services. RR has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
7.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify RR (and our agents, 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.
8. Limitation of Liability
8.1 RR shall make its best efforts to deal with any technical issues affecting the Site and the Services to avoid these becoming inoperative, as well as with any issues arising from inappropriate conduct by third parties using. However, the Services provided by RR on or through the Site is provided "as is", "as available" and "with all faults", and RR hereby disclaims any and all warranties, 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, and undertakings are hereby excluded.
8.2 The Site may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall RR and our affiliates be held liable for any such services or products.
8.3 RR 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, equity or otherwise or any other damages resulting from any of the following: (a) the use or the inability to use the Site or Services; (b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites; (c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of materials or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; 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; (d) unauthorized access by third parties to data or private information of any User; (e) statements or conduct of any User of the Sites; or; (f) any matters relating to Services however arising, including negligence.
8.4 Notwithstanding any of the foregoing provisions, the aggregate liability of RR, our employees, agents, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to RR or our affiliates during the calendar year and (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use.
8.5 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether RR has been advised of or should have been aware of the possibility of any such losses arising.
9. Force Majeure
9.1 Under no circumstances shall RR be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our 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 labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
10. Intellectual Property, Confidentiality and Non-disclosure
10.1 Confidential Information shall mean technical, financial, strategic and/or commercial information as well as general know-how relating to a Party or its affiliated companies, which has been disclosed or made available by such Party to the other Party or by a third party in any form whatsoever. This applies whether or not the information is marked as "Confidential". For the sake of clarity, this means that Confidential Information remains confidential, until such information has entered into the public domain. Both Parties agree not to misuse such information, and to keep such information confidential both during and after active cooperation. Both Parties agrees that it shall not disclose any such information to any third party without the other Party’s prior written consent.
10.4 RR is the owner or lawful licensee of all the rights and interests in the Site, the Site Content as well as any documentation, training materials about the Site, Site Content or consultation service provided along with the Site. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with RR, as the case may be. All rights not otherwise claimed under the Terms or by RR are hereby reserved.
10.5 "Reverse Resources”, "RR" and related icons and logos are soon to be registered trademarks or trademarks or service marks of Reverse Resources OÜ, in various jurisdictions and will be protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
11. General provisions
dispute, controversy or claim arising out of or in connection with these Terms shall be finally settled in accordance with the rules of the Court of
Arbitration of the Estonian Chamber of Commerce and
Industry. The seat of arbitration shall be Tallinn. The
language to be used in the arbitral proceedings shall be English. These Terms shall be governed by the law of Estonia.