Terms of Service

WELCOME 

Welcome to https://partsimony.com/ (the “Site”), which is owned and operated by Partsimony, Inc., a Delaware limited liability company (“Partsimony”).  Set forth below are the terms and conditions on which Partsimony is willing to grant you (the “Customer”) access to the Site and the Services (as defined below) (the “Terms”).  Customer and Partsimony may each also be referred to as a “Party” and, together, the “Parties.”  

HOW THESE TERMS WORK

These Terms define the terms and conditions under which Partsimony has agreed to provide to Customer access to the Partsimony Platform and certain Services and software (as hereinafter defined) in exchange for subscription and service fees (to be invoiced by Partsimony when applicable pursuant to these Terms; “Service Fees”).

The scope and specific nature of the Services with respect to Customer are defined by and in (i) the contents of Partsimony-issued documentation in connection with these Terms, including but not limited to invoices, Fee orders, purchase orders, statements of work, etc. (“Services Attachments”); and (ii) Customer’s choices made in the course of registering, selecting and submitting payment for Services. Services Attachments may also specify limitations on Customer’s use of the Services and/or the Partsimony Platform.  In the event there is a conflict between these Terms and any other Services Attachment referencing these Terms, then the terms of such Services Attachment shall govern.

By accessing or using the Partsimony Assets (as defined herein), you agree to be bound by these Terms and all policies and guidelines Partsimony issues, including:  

• Our Privacy Policy, available here, which provides information on how we collect, use, and Customer Data (as defined below);

• Any specific policies or guidelines which may apply to particular features or functions of the Site, the Partsimony Platform, Services, and Partsimony Software (such as acceptable use policies, content standards, or protocols agreed with your particular institution); and

• Any other agreement which you may have in place with Partsimony or our affiliates or subsidiaries (together “Partsimony Affiliates”) for products, services or otherwise.

You understand that your use of the Services may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be charged by your wireless carrier or internet service provider or that may otherwise arise from your use of the Services.

BY REGISTERING, ACCESSING, DOWNLOADING, INSTALLING, EVALUATING OR OTHERWISE USING THE PARTSIMONY ASSETS, CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS BOUND TO THESE TERMS OF SERVICE.  IF CUSTOMER DOES NOT ACCEPT ALL OF THE FOREGOING TERMS, IMMEDIATELY CEASE USING THE PARTSIMONY ASSETS.

THE PARTSIMONY PLATFORM

Partsimony develops, has rights to and licenses separate proprietary information technology solutions, systems and software that collectively (i) provide collaboration and decision support tools for hardware companies and manufacturers, and (ii) form a platform (whether hosted by and/or accessed through Partsimony or any third-party hosting provider) for Partsimony’s processing and modification of content, including Customer Data, to generate the Partsimony Analytics and on which various applications for interacting with the Customer Data and Partsimony Analytics can operate and provide the Services to be made available for use by Customer via a browser interface (the “Partsimony Platform”) (collectively with any downloadable application, or mobile application, or other software provided by Partsimony, the “Partsimony Assets”). 

Customer agrees, represents, and covenants to not upload Customer Data containing Personal Data to the Partsimony Platform. Notwithstanding the foregoing, Customer’s email provided during the registration process for Customer’s Partsimony account (or a user authorized by Customer) shall not be considered Personal Data.  In all cases, the Customer is responsible for obtaining all necessary consents in relation to uploaded Customer Data. 

DEFINITIONS

(a.) “Partsimony IP” means: (i) all data, content and materials that are owned, generated, collected or developed by Partsimony, or licensed to Partsimony independently of Customer and these Terms, including data that can be processed and used via the Partsimony Assets; (ii) the Services; (iii) the Partsimony Assets; (iv) all works of authorship, programs, code, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, business, templates, documents, materials, technology, trademarks, software, source code, website(s), modifications, updates, upgrades, enhancements and concepts (“Works”), any of which existed prior to the Effective Date of these Terms, whether created by or for Partsimony; (v) any and all Works that are developed by Partsimony, jointly by Customer and Partsimony, or by Customer during the performance of the Services; (vi) all Partsimony Analytics (but excluding the Customer Data from which the Partsimony Analytics are generated); and (vii) all Works derived from the foregoing.

(b.) “Partsimony Analytics” means all Customer Data that has been processed by Partsimony and modified to add certain Partsimony proprietary coding, metadata, information and other content to provide analytics and insights

(c.) “Partsimony Platform” means Partsimony’s proprietary system that help users improve manufacturing supply workflows and other tasks. The Partsimony Platform includes any and all updates and upgrades thereto.

(d.) “Partsimony Software” means a single copy of software in executable object code as and to the extent provided to Customer by Partsimony pursuant to a valid Services Attachment and licensed to Customer subject to the Terms and Conditions of these Terms, together with the Documentation so provided, and any Software Upgrades obtained by Customer pursuant to these Terms.

(e.) “Affiliated Entities” means those entities that are or become controlled, either directly or indirectly by Customer but only so long as such entity remains controlled by Customer and excluding any entity that becomes controlled by Customer following the acquisition of beneficial ownership by one or more related persons of more than 50% of Customer’s voting securities or following a sale, merger consolidation or other transfer of all or substantially all of Customer’s business.

(f.) “Beta Customer” means a Customer that has been granted rights under these Terms for the purpose of testing and providing input and other Feedback to Partsimony regarding the Partsimony Platform. A Customer’s status as a Beta Customer shall be noted on a Service Attachment.

(g.) “Customer Data” means all content or data uploaded, submitted, or otherwise submitted to Partsimony by a Customer to Partsimony including the Partsimony Platform.

(h.) “Documentation” means the manuals and all other documentation and materials, in electronic form or otherwise, relating to the Partsimony Software and Partsimony Platform that are provided by Partsimony to Customer.

(i.) “Equipment” means a single computer or server onto which certain Partsimony Assets will be installed.

(j.) “Feedback” means Customer suggestions, enhancement requests, and recommendations (individually and collectively) regarding the Partsimony Platform, Partsimony Software and Services.

(k.) “Intellectual Property Rights” means copyrights, trademarks, service marks, trade names, trade dress, designs, trade secrets, patents, patent applications, inventions, moral rights, contractual rights of non-disclosure or any other intellectual property or proprietary rights, however arising, throughout the world.

(l.) “Personal Data” means information relating to a natural person who can be identified or who is identifiable, directly from the information in question, or who can be indirectly identified from that information in combination with other information. Examples of Personal Data include but are not limited to name, identification number, location data or online identifier, or pictures or images of the individual’s face or other identifying features.

(m.) “Software Upgrades” means all updates, upgrades, corrections, bug fixes, releases, improvements or enhancements made to the Partsimony Software in object code format only and made available generally to other licensees of the Partsimony Software.

(n.) “Services” means all services made available or performed by Partsimony, including Platform Services, Professional Services, and Support Services.

SERVICES, LICENSE GRANT & LIMITATIONS

Partsimony Platform  Subject to receipt of payment in full from Customer and Customer’s compliance with these Terms, Partsimony hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable subscription access to the Partsimony Platform solely for the purpose of managing the ingestion, processing, storage, distribution and analysis of the Customer Data in order to generate Partsimony Analytics for Customer’s use.

Platform Services  Partsimony shall make available to Customer the Partsimony Platform and such other incidental services, resources, technology, functions, upgrades, enhancements, and documentation as required for proper performance and usage thereof or generally made available in connection with the Partsimony Platform (collectively, “Platform Services”) that are provided by Partsimony using the Platform Services.  Partsimony may in its sole discretion from time-to-time modify, change, enhance, correct or upgrade the Partsimony Platform and the Platform Services; provided, however, that in no event will any such modifications prevent Customer from accessing its Customer Data.

Professional Services  Customer may request Partsimony perform certain professional services including, but not limited, to design for manufacturing and general consulting services (“Professional Services”), as described in an applicable Service Attachment issued by Customer and accepted by Partsimony.  The Service Attachment shall set forth any deliverables to be provided by Partsimony (“Deliverables”);

Deliverable License Grant  Subject to receipt of payment in full from Customer and Customer’s compliance with all of these Terms, Partsimony hereby grants to Customer a limited, exclusive, license to use all Deliverables.  Partsimony shall retain the right to de-identify any Deliverable and use that de-identified Deliverable for its internal purposes.

Support Services  Partsimony will provide to Customer email support for the Partsimony Assets (“Support Services”).  Support Services are available for the Partsimony Assets only in accordance with the standard support service practices of Partsimony as they may exist from time to time.  Partsimony retains the right to change the availability of Support Services and all other conditions applicable to Support Services at any time in its sole and absolute discretion.  The Partsimony Platform may be inaccessible from time to time to permit maintenance and updates.

Scope of Use Restrictions

Customer shall only use the Partsimony Assets and the Services subject to these Terms and the Service Attachment and solely for the purpose of managing the ingestion, processing, storage, distribution and analysis of Customer Data.

All uses of the Partsimony Assets and Services shall be in accordance with these Terms and applicable laws and government regulations. Customer is responsible for each of its authorized user’s compliance with these Terms and all applicable invoices. Customer shall take all reasonable steps to prevent unauthorized use of, access to, copying of or disclosure of the Partsimony Platform, Partsimony Software, the Services and Partsimony IP, including the Partsimony Analytics.

Customer shall notify Partsimony promptly of any such unauthorized access or use.

If Customer is designated as a Beta Customer, Beta Customer is being granted rights under these Terms for the purpose of testing and providing input and other Feedback to Partsimony regarding the Partsimony Platform, application platform interfaces, the Services, and features. These Terms cover all product and services made available to Beta Customer by Partsimony, including, without limitation, any product or service specifically identified by Partsimony as being in “Beta” or any similar stage of development. Partsimony retains sole and absolute discretion as to what, if any, products or service will be made available to Beta Customer.

Customer acknowledges and agrees that so long as products or services are in “Beta” such products or services have not been finalized, are incomplete and may not be fully functional.

Customer shall not license, rent, sell, loan, lease, pledge, offer as security, transfer or assign the Partsimony IP (including the Partsimony Analytics), or any of Customer’s rights, as provided in these Terms, to any other person, or use the Services, the Partsimony Platform, the Partsimony Software, or the Partsimony Analytics to directly or indirectly provide a time-sharing or subscription service to any third party or to function as a service bureau or application service provider or otherwise use any Partsimony IP for any commercial purpose or on behalf of any third party . Without limiting the foregoing, Customer will retain all responsibility for the acts and omissions of Customer employees and any related or unrelated party Customer allows to access or use the Services, the Partsimony Platform, or the Partsimony Assets or who is otherwise under Customer’s reasonable control.

Customer shall not: (i) alter, suppress, remove or destroy any proprietary rights marks, notices, credits or legends in, on or displayed through the Partsimony Platform or the Partsimony Software, including any authorized copies; (ii) modify, enhance, adapt, translate, or create derivative works of the Partsimony Software; (iii) transfer, distribute, assign, sublicense (other than to individual end users), rent, lease, export or sell the Partsimony Platform or Partsimony Software; (iv) decompile, decrypt, disassemble, or reverse engineer the Partsimony Platform or the Partsimony Software or otherwise attempt to discover the source code or structure, sequence and organization of the Partsimony Platform or Partsimony Software; (v) make copies of the Partsimony Software other than a single copy for archival, testing, or backup purposes, (vi) develop, produce, make, market, offer for sale, sell, import or distribute any applications, products, systems or services that provide collaboration and decision support tools for hardware companies and manufacturers; (vii) license to any third parties any (A) patents, (B) software, including without limitation, any source code, executable code, or object code, (C) technology or (D) any other intellectual property, for use in any applications, products, systems or services identified in subsection (vi); (viii) use any information obtained from the Services, Partsimony Platform, Partsimony Analytics, or the Partsimony Software in furtherance of the activities described in subsection (vi), either on its own account or for any other person, firm, company, government or entity, directly or indirectly (whether as a stockholder, partner, lender, consultant, agent, supplier, distributor or in any other relationship or capacity), or disclose any of that information to any third party; or (ix) export, re-export, transfer, or otherwise make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with these Terms without first complying with all U.S. export control laws and regulations and those of any other country within whose jurisdiction Customer operates or does business.

Partsimony may investigate and prosecute violations of any of these Terms to the fullest extent of the law, and where appropriate may involve and cooperate with law enforcement authorities in prosecuting users who violate these terms and conditions.

VENDOR AND BUYER RELATIONSHIP; TRANSACTION FEE

The term Customer includes two categories; (1) hardware companies that buy services or hardware (including components and finished goods) from a vendor or manufacture (a “Buyer”); and (2) manufacturers who supply manufacturing services or hardware to Buyers (a “Vendor”).

A Vendor may provide, as part of its Customer Data, information regarding its manufacturing and supply capabilities to the Partsimony Platform.  A Buyer that desires to engage a Vendor will communicate directly with a Vendor through the Partsimony Platform.  Vendor and Buyer will enter into a separate agreement (a “Supply Agreement”) as between the parties, that documents at least the product/service identification and appointment, price, payment, and delivery terms.  You agree and acknowledge that:  (i) Partsimony is not a party to such a Supply Agreement; (ii) Partsimony is simply facilitating the communications between Vendor and Buyer; (iii) Partsimony is in no way responsible for the actions or omissions of any Vendor and any Buyer; (iv) the terms and conditions of each Supply Agreement are determined by the relevant Vendor and/or Buyer; and (v) Partsimony makes no representations or warranties of any kind with respect to any Vendor, Buyer, and any Supply Agreement.  You further agree to disclose to Partsimony the existence of a Supply Agreement and any purchase orders or invoices issued under that Supply Agreement.

You agree that Partsimony shall be entitled to a percentage (a “Transaction Fee”) of any amount invoiced by a Vendor to a Buyer under a Supply Agreement.

DATA RIGHTS

Customer Data  Any Customer Data Customer provides to the Partsimony Platform must be de-identified and anonymized by the Customer and free of Personal Data.

Customer is fully responsible for De-Identification AND ANONYMIZATION of Customer Data. 

Customer’s Data Rights  Customer shall possess and retain all right, title and interest in and to Customer Data. Customer is and shall be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data. Customer represents and warrants that: (i) the Customer Data does not and will not infringe, violate, or misappropriate any valid and enforceable Intellectual Property Rights of any third party; (ii) the Customer Data does not and will not contain any content that is offensive, vulgar, obscene or illegal; and (iii) with respect to any third party data, content and materials contained therein or otherwise delivered to Partsimony by Customer, Customer has obtained the right to (x) use the same as set forth and in compliance with these Terms, and (y) grant Partsimony the use of and rights to such materials as set forth in these Terms such that Partsimony’s use thereof in compliance with these Terms will not infringe the Intellectual Property Rights of any third party. 

Uploading Customer Data.  By uploading Customer Data, Customer represents and warrants that the Customer Data is free of Personal Data.  In particular, Customer Data shall not include any of the following information:

• Personal Names;

• All personal addresses, including street address, city, county, precinct, postal or zip code, and their equivalent geocodes associated with a specific person;

• Personal account numbers;

• Personal vehicle identifiers and serial numbers, including license plate numbers;

• Personal device identifiers and serial numbers;

• Web Universal Resource Locations (URLs) and Internet Protocol (IP) address numbers;

• Biometric identifiers, including finger and voice prints;

• Full face photographic images and any comparable images; and

• Any other unique identifying number, characteristic, or code (note this does not include the unique code assigned by investigators to code the data).

You AGREE TO, AND SHALL, indemnify us and our Affiliates against any breach by you of any provision of this DATA RIGHTS SECTION.

Partsimony’s Aggregated Data and Operational Data Rights  Customer grants to Partsimony a worldwide, non-exclusive, fully paid up, royalty free license to use, reproduce, distribute and prepare derivatives of the Customer Data for purposes of performing the Services and creating Partsimony Analytics. Except as otherwise expressly allowed in these Terms, Partsimony shall not use, distribute, sell, sublicense or disclose any Customer Data, other than as included in the Partsimony Analytics without written authorization of Customer. Notwithstanding the foregoing, Customer understands that Partsimony may use, retain, and publish certain elements of Customer Data generated by the use of the Partsimony Platform by customers provided that such elements of Customer Data are anonymized such that they do not and cannot be reverse engineered to identify Customer or any individual and aggregated with similar data from other Partsimony Customers (“Aggregated Data”) to provide data analytics to customers. Further, Customer understands and agrees that Partsimony may use information generated by the Services, excluding any information that is identifiable to Customer or any individual, which is required to maintain, extend, improve and support the Services and to address any performance or other issues that arise out of the Services (“Operational Data”).  Operational Data includes, without limitation, information relating to system installation and configuration, usage volume, load handling, system analytics and software and system performance.  Customer hereby grants to Partsimony a perpetual, irrevocable, royalty free license to use the Aggregated Data and the Operational Data for the purposes described herein; provided that Partsimony will not and will not permit any third party to disaggregate the Aggregated Data from the data of other customers or otherwise to use the Aggregated Data to re-identify Customer or any individuals.

Customer Data Deletion  Subject to Partsimony’s Aggregated and Operational Data Rights, Customer Data will be deleted upon termination of the Service; during the Services, Customer has the ability to delete any and all of the Customer Data. Notwithstanding the foregoing, Partsimony may disclose Customer Data as required by applicable law or by proper legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise contest such required disclosure, at Customer’s expense. 

OWNERSHIP OF INTELLECTUAL PROPERTY

Partsimony shall retain all Intellectual Property Rights throughout the world in and to the Partsimony IP and all of its derivative works and improvements, including, without limitation, all derivative works, modifications, amendments, and improvements to the Services, the Partsimony Platform, and the Partsimony Assets, and all materials that result from the Services. No right, title or interest is granted or otherwise transferred to Customer in or to the Partsimony IP or related materials except as expressly set forth by these Terms.

SUSPENSION OR MODIFICATION OF SERVICE

Partsimony may modify the Services at any time, with or without prior notice to Customer and Customer agrees that Partsimony shall not be liable to Customer or any third party for any such modifications. Customer agrees that the Services may be inaccessible from time to time to permit Partsimony’s maintenance operations and to deliver enhancements to the Services. Partsimony shall endeavor to provide notice of such activities, however, Partsimony provides no assurance that Customer will receive advance notification or that the Services will be uninterrupted or error-free. 

CUSTOMER AGREES THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE SERVICES, INCLUDING CUSTOMER NETWORKS, OR TO TRANSMIT INFORMATION, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF THE PARTSIMONY PLATFORM. PARTSIMONY SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF CUSTOMER’S ACCESS TO OR USE OF THE SERVICES OR THE IMPACT SUCH INTERFERENCE OR PREVENTION MAY HAVE ON PARTSIMONY’S ABILITY TO PERFORM THE SERVICES.

SECURITY 

Partsimony shall take all reasonable measures to prevent unauthorized access to the Customer Data used in connection with the Services, including without limitation, state-of-the-art encryption technology, and Partsimony shall use at least the same security measures it uses to protect its own proprietary information. Partsimony shall notify Customer immediately of any known security breaches. Partsimony is not responsible if Customer makes changes to default security settings which allow access to Customer Data or unauthorized access, breach of firewalls or other hacking by third parties. 

In the course of accessing and/or utilizing the Services or Partsimony Assets, Customer may create an account with Partsimony. In such event, Customer agrees, represents and warrants as follows: (i) Customer is responsible for maintaining the confidentiality of Customer’s account and password, including but not limited to the restriction of access to Customer computers and/or accounts; (ii) Customer is responsible for any and all activities or actions that occur under Customer’s account and/or password, whether such password is with the Services or a third-party service; and (iii) Customer will notify Partsimony immediately upon becoming aware of any breach of security or unauthorized use of Customer’s account.

FEES, TAXES, EXPENSES & PAYMENT PROCESSING

The Service Fees and Transaction Fees do not include applicable taxes, duties or similar charges, all of which are payable by Customer (except for taxes on the net income of Partsimony). If Customer is exempt from certain taxes, Customer shall provide Partsimony with a certificate of exemption or comparable document issued by the applicable taxing authority. In addition, Partsimony reserves the right to suspend performance, and also to seek cost of collection, including reasonable attorneys’ fees. Customer must pay the Service Fees and any applicable Transaction Fees upon receipt of invoice. Disputes over Service Fees and Transaction Fees must be submitted to Partsimony in writing on or before the date the Service Fees and Transaction Fees become due, otherwise Customer waives dispute rights and all payments are non-refundable.  

Partsimony uses third party payment processors (currently, Stripe, Inc.) (collectively, the “Payment Providers”). Payments by Customer for Service Fees and Transaction Fees will be processed through Payment Providers.  You agree to enter into and comply with the terms and conditions of the Payment Providers that apply to Your payments, including the fees charged by the Payment Providers for their services.

TERMINATION OF USE

Partsimony reserves the right to suspend or end the Services at any time at our discretion and without notice.  For example, Partsimony may suspend or terminate a Customer’s use of the Services if it does not comply with these Terms or uses the Services in a manner that would cause Partsimony legal liability, disrupt the Services, or disrupt other Customers’ use of the Services.  Customer agrees that Partsimony shall not be liable to Customer or any third-party for any termination or limitation of its access to, or use of the Site, the Partsimony Platform, the Partsimony Assets, the Partsimony IP (including the Partsimony Analytics) or Aggregated Data.

CONFIDENTIAL INFORMATION

As used herein, the term “Confidential Information” shall mean all non-public information disclosed by a party hereunder (the “Disclosing Party”), whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. A party receiving Confidential Information (“Receiving Party”) shall not directly or indirectly, at any time, without the prior written consent of the Disclosing Party, use or disclose the Confidential Information or any part thereof in a manner detrimental to the Disclosing Party or for any use other than necessary for the performance of the Receiving Party’s obligations under these Terms. The term Confidential Information does not include information which: (i) has been or becomes publicly available without breach of an agreement regarding its confidentiality; (ii) Receiving Party properly possesses prior to disclosure hereunder; (iii) is lawfully received from a third-party having rights therein without restriction; or (iv) is independently developed by the Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. The confidentiality obligations hereunder shall not apply to the extent that disclosure is required pursuant to a requirement of a governmental entity or by law. If Receiving Party is requested by a court, governmental entity or other third-party to disclose any Confidential Information, it will promptly notify Disclosing Party to permit Disclosing Party to seek a protective order or take other appropriate action, and will assist in such activities. Receiving Party shall only disclose the part of the Confidential Information as is required by law to be disclosed and Receiving Party will use its best efforts to obtain confidential treatment therefor. Receiving Party acknowledges that the Confidential Information is the exclusive property of and belongs solely to the Disclosing Party and shall not claim otherwise for any purpose. Except as may be expressly contemplated by these Terms and subject to continued compliance with its terms for so long as retained, Receiving Party agrees to return to the Disclosing Party, destroy and/or permanently delete, at Disclosing Party's discretion, all Confidential Information (including all copies thereof and all materials created based on Confidential Information) promptly following (i) the Disclosing Party’s request or (ii) within thirty (30) days following termination of these Terms, and certify such in writing. In addition to any other rights and remedies hereunder or at law, Receiving Party acknowledges and agrees that due to the nature of the Confidential Information its confidentiality obligations to Disclosing Party hereunder are of a unique character and agrees that any breach of such obligations may result in irreparable and continuing damage to Disclosing Party for which there may be no adequate remedy in damages and relating to which Disclosing Party will be authorized and entitled to seek injunctive relief, without the necessity of posting a bond or other security, even if otherwise normally required.

WARRANTIES; DISCLAIMER

Partsimony makes no warranty of any kind to Customer or any third party with respect to any third party software used by Customer in conjunction with the Partsimony Assets and shall have no responsibility or liability with respect thereto. All licenses and costs with respect to any third party software used by Customer in conjunction with the Partsimony Assets, and all integration and use of and problems caused by or resulting from any such third-party software, are the sole and exclusive responsibility of Customer. 

The Services, Partsimony Platform, Partsimony Assets, Partsimony IP (including the Partsimony Analytics) or Aggregated Data may include contributions from third parties such as other customers, commercial or research partners or their respective affiliates (together "Partners"). Neither we, nor our Affiliates, nor our Partners, have any liability to you (whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise) based on any claim that the Services, Partsimony Platform, Partsimony Assets, Partsimony IP (including the Partsimony Analytics), or Aggregated Data were inaccurate, incomplete or incorrect.  Our Partners may rely on and enforce this provision as third-party beneficiaries.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE SERVICES, THE PARTSIMONY PLATFORM, PARTSIMONY ASSETS, PARTSIMONY IP (INCLUDING THE PARTSIMONY ANALYTICS), OR AGGREGATED DATA FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.  PARTSIMONY MAKES NO REPRESENTATIONS REGARDING THE BENEFITS TO CUSTOMER FROM THE SERVICES, THE PARTSIMONY PLATFORM, PARTSIMONY ASSETS, PARTSIMONY IP (INCLUDING THE PARTSIMONY ANALYTICS), OR AGGREGATED DATA WILL BE ERROR-FREE, ALWAYS AVAILABLE OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION.  

INDEMNITY

Customer agrees to indemnify, defend and hold Partsimony and its Affiliates, and its respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, and partners) harmless from all claims, causes of actions and all damages, costs and expenses (including reasonable legal costs) arising from: any 

• allegation of infringement of any third party intellectual property rights based on:

  • use of application code with, or modifications to, the Services or Partsimony Assets developed by or for Customer,

  • use of any other software or hardware that is used in conjunction with the Services or Partsimony Assets,

  • unauthorized use of the Services or Partsimony Assets, or

  • use of the Partsimony Assets not in conformance with the Documentation, specifications or the requirements of these Terms, 

• unauthorized use of the Partsimony Assets by Customer, or

• breach of any provision of these Terms by Customer, including any failure to remove Personal Data from Customer Data provided to Partsimony.

LIMITATION OF LIABILITY

PARTSIMONY SHALL NOT BE RESPONSIBLE TO CUSTOMER RELATING TO ANY USE OF THE PARTSIMONY ANALYTICS, AGGREGATED DATA, OR ANY SERVICES BY CUSTOMER.  PARTSIMONY SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY TECHNICAL MALFUNCTION, TELECOMMUNICATION OR INTERNET OUTAGES OR PROBLEMS, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION BEYOND PARTSIMONY'S CONTROL.  EXCEPT WITH RESPECT TO LIABILITIES ARISING UNDER A PARTY’S BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND EVEN IF SUCH PARTY IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THESE TERMS SHALL EXCEED AN AMOUNT EQUAL TO THE GREATER OF, (I) THE TOTAL SUM PAYABLE BY CUSTOMER TO PARTSIMONY DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. 

ASSIGNMENT

A Customer may not assign or otherwise transfer its rights under these Terms or a Service Attachment issued under these Terms without Partsimony’s prior written consent, which shall not be unreasonably withheld.  Subject to the foregoing, these Terms are binding upon and inure to the benefit of the Parties hereto and their successor’s and permitted assigns. 

PARTSIMONY’S AUDIT RIGHTS

Partsimony may audit Customer’s use of the Services and/or Partsimony Assets to confirm Customer’s compliance with these Terms. Partsimony shall pay its expenses in conducting any audit unless such audit or inspection reveals a breach by Customer under these Terms. Any such audit will be conducted during regular business hours at Customer’s facilities and will not unreasonably interfere with Customer’s business activities. Customer shall cooperate with Partsimony in such audit, and provide reasonable assistance and access to information. 

GOVERNING LAW; NOTICES

The laws of the State of New York will govern these Terms without regard to conflicts of law principles. The Parties agree that any action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts of the state of New York, and each of the Parties hereby irrevocably accepts the exclusive personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS. All notices and other communications will be sent by certified mail, return receipt requested, or reputable overnight courier, signature required, to the address specified for each party and deemed given one (1) business day after sending. Waiver of a breach is not waiver of other or later breaches, and the failure of either party to enforce any term or condition of these Terms shall not constitute a waiver of either party’s right to enforce each and every term and condition of these Terms. 

FORCE MAJEURE

Except for the obligation to pay sums due hereunder, the obligations of a Party shall be abated and such Party shall have no liability to the other Party for so long as, and to the extent that, its performance is prevented by a cause or event over which it does not have direct control, including, but not limited to: (a) failure of electronic or mechanical equipment or communication lines that is not caused by the obligated Party, (b) severe weather, earthquakes, or natural disasters; (c) strikes or other labor problems, wars, or governmental restrictions. The Party claiming the abatement of obligations hereunder shall reasonably notify the other of the cause or event giving rise to such claim and shall take reasonable steps to limit the effect and duration of such cause or event.  Should a Force Majeure event extend for greater than sixty (60) days, the non-affected party shall have a right to terminate these Terms upon written notice.

EXPORT CONTROL

Each party to these Terms agrees to comply with all relevant export laws and regulations of the United States and other countries to assure that no Confidential Information or any portion thereof is exported, directly or indirectly, in violation of such laws. 

TRADEMARKS

You shall not use Partsimony’s name and all related names, logos, product and service names, designs, and slogans without the prior written permission of Partsimony.

RELIANCE ON INFORMATION POSTED ON SITE

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

CHANGES TO THE TERMS

Partsimony has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time.  If we exercise this right the “Last Updated” notice at the top of these Terms will be amended to reflect the last date of such changes.  Changes will be effective as of the date the changes to these Terms are made publicly available on the Site.  If you have provided us with your email and provided you have not opted out of receiving electronic communications from us, we may provide you with notification of any changes to these Terms which, in our sole discretion, materially alter your rights or obligations in accessing and using the Services. It is your responsibility to check the Terms each time you access the Site, Partsimony Platform, or Services to determine whether any changes have been made, including by checking the “Last Updated” date at the top of these Terms.  If any change to these Terms is not acceptable to you, you must discontinue your use of the Services immediately.  Your continued use of Services after any such changes are posted will constitute acceptance of those changes.  These Terms shall apply exclusively to your use and access to the Services and do not alter the terms or conditions of any other agreement you may have with us.

CONTACTING PARTSIMONY

If you have any questions about these Terms, the Site, the Services, Partsimony Platform, Partsimony Assets, Partsimony IP (including the Partsimony Analytics), please contact us at hello@partsimony.com.