Marketplace Terms and Conditions

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS MARKETPLACE. DO NOT USE THE SITE IF YOU DO NOT AGREE WITH THESE TERMS OF USE.

In furtherance of its mission, Project PN95 is providing access to this Marketplace to further facilitate transactions between purchasers and sellers of PPE products (“Transactions”).

Acceptance of Website Terms of Service and Privacy Policy. By participating in this Marketplace, you explicitly acknowledge and agree to the Terms of Service and Privacy Policy.

SELLERS REQUIREMENTS

Representations and Warranties. You represent and warrant that all information that you provide to Project N95 and/or any Prospective Buyer will be true, complete and accurate and will not violate any applicable law, or the intellectual property, privacy or other rights of any third party. In addition, you represent and warrant that all products and services that you sell pursuant to any Transaction will be free of defect, will conform with its specifications and will not violate any applicable law or the intellectual property rights of any third party.

Transactions. You and Prospective Buyer may use one or more forms of Requests for Quote (“RFQ”) or other agreement suggested by Project N95 to complete a Transaction (each, a “Form Agreement”); provided that you acknowledge and agree that Project N95 is not providing any legal advice to you and shall not have any liability or responsibility for any Form Agreement, any provision that may or may not be contained therein, the enforceability or lack of enforceability of any provision contained therein, or the failure of Prospective Seller to perform in accordance with its terms. You as Buyer covenant and agree to fully perform your obligations under each Transaction and/or Form Agreement that you enter into using this Marketplace.

Dispute Resolution. You agree, upon Buyer request, to refund Buyer payments in full (less shipping) in case of product defect, failed delivery or delay of more than 5 business days over original delivery estimate. No refunds will be required if request is made more than 7 business days following Buyer receipt of the goods, or for open or used products.

Information and Feedback. You agree that you will provide timely information to Project N95 at its request about each Transaction facilitated using this Marketplace, including (without limitation) all invoices, documentation and shipping information for each Transaction along with proof of insurance.

Facilitation Fee. In consideration for Project N95’s services, you will pay Project N95 a facilitation fee for each Transaction based on a percentage of the gross purchase price paid to Seller in connection with such Transaction. Such fee will be deducted from payments disbursed by Project N95 or represented parties when receiving funds from the Buyer. You will retain all documentation relating to each Transaction for a period of at least three (3) years and will make such documentation available for Project N95’s review at any time so that Project N95 can confirm the transaction.

Termination. Either you or Project N95 can terminate your participation in the Marketplace with 5 business days’ written notice. In addition, Project N95 can suspend or terminate your access immediately if you:

  1. fails to ship the applicable products to a BUYER in connection with a Transaction on a timely basis. Project N95 reserves the right to pursue any and all legal remedies in the event of your default on your obligations under this agreement
  2. perform a transaction associated with an Marketplace offer outside of the specified workflow
  3. breach any of the Terms of this Agreement

Indemnification. You agree to indemnify, defend and hold Project N95 and its officers, directors and representatives (the “Indemnified Parties”) harmless from and against any and all liability, losses, costs, expenses and damages (including attorneys’ fees) incurred by an Indemnified Party as a result of any Transaction or Buyer’s breach of this Agreement.

Independent Contractors; No Partnership. You acknowledge and agree that Project N95 is an independent contractor and not your agent, employee or employer. You agree that providing access to this Marketplace does not create a partnership or any other relationship between you and Project N95.

Governing Law; Jurisdiction. This Agreement shall be governed by the internal laws of the State of New York, without regard to principles of conflicts of law. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the federal and State courts located in New York, New York, and each party hereby submits to the jurisdiction of, and waives any objection to venue in, any such court.

Binding Effect; Severability. You agree that this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs and personal representatives. The invalidity or unenforceability of any provision in this Agreement shall not in any way affect the validity or enforceability of any other provision and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in this Agreement.

Waiver. You agree that either you or Project N95 may, by a signed writing, give any consent or waive any compliance by the other with any of the provisions of this Agreement. A party’s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.

BUYERS REQUIREMENTS

Representations and Warranties. You represent and warrant that all information that you provide to Project N95 and/or any Prospective Seller will be true, complete and accurate and will not violate any applicable law, or the intellectual property, privacy or other rights of any third party. In addition, you represent and warrant that all products and services that you sell pursuant to any Transaction will be free of defect, will conform with its specifications and will not violate any applicable law or the intellectual property rights of any third party.

Transactions. You and Prospective Seller may use one or more forms of Requests for Quote (“RFQ”) or other agreement suggested by Project N95 to complete a Transaction (each, a “Form Agreement”); provided that you acknowledge and agree that Project N95 is not providing any legal advice to you and shall not have any liability or responsibility for any Form Agreement, any provision that may or may not be contained therein, the enforceability or lack of enforceability of any provision contained therein, or the failure of Prospective Seller to perform in accordance with its terms. You as Seller covenant and agree to fully perform your obligations under each Transaction and/or Form Agreement that you enter into using this Marketplace.

Information and Feedback. You agree that you will provide timely information to Project N95 at its request about each Transaction facilitated using this Marketplace, including (without limitation) information about the Seller’s cost, quality and delivery performance.

Termination. Either you or Project N95 can terminate your participation in the Marketplace with 5 business days’ written notice. In addition, Project N95 can suspend or terminate your access immediately if you:

  1. fail to pay any Seller in a Transaction on a timely basis
  2. perform a transaction associated with an Marketplace offer outside of the specified workflow
  3. breach any of the Terms of this Agreement

Indemnification. You agree to indemnify, defend and hold Project N95 and its officers, directors and representatives (the “Indemnified Parties”) harmless from and against any and all liability, losses, costs, expenses and damages (including attorneys’ fees) incurred by an Indemnified Party as a result of any Transaction or Seller's breach of this Agreement.

Independent Contractors; No Partnership. You acknowledge and agree that Project N95 is an independent contractor and not your agent, employee or employer. You agree that providing access to this Marketplace does not create a partnership or any other relationship between you and Project N95.

Governing Law; Jurisdiction. This Agreement shall be governed by the internal laws of the State of New York, without regard to principles of conflicts of law. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the federal and State courts located in New York, New York, and each party hereby submits to the jurisdiction of, and waives any objection to venue in, any such court.

Binding Effect; Severability. You agree that this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs and personal representatives. The invalidity or unenforceability of any provision in this Agreement shall not in any way affect the validity or enforceability of any other provision and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in this Agreement.

Waiver. You agree that either you or Project N95 may, by a signed writing, give any consent or waive any compliance by the other with any of the provisions of this Agreement. A party’s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.