1.1 “Account” shall mean a virtual space detached for You by means of software and intended for the use of Difmark, the access to which is provided for You automatically upon your successful registration.
1.2 “Administration”, an entity that operates Difmark online marketplace.
1.3 “Blocking” shall mean the method by which the Administration pursuant to the provisions of these Terms may technically prevent Users from using Difmark (for a definite time) or permanently (for an indefinite time), and which may be applied to the User’s Account, IP addresses, and to ranges of IP addresses.
1.4 “Buyer” shall mean a user who is registered on the Website and uses the website to buy the products presented by Sellers.
1.5 “Difmark” shall mean an online marketplace platform, provided by Administration on the website “difmark.com”.
1.6 “Product” shall mean goods/services, including digital items sold by the Seller to the Buyer.
1.7 “Seller” shall mean a user who is registered on the Website and uses the website to sell their products as well as posts relevant information on products they sell.
1.8 “Services” shall mean the provision of the marketplace platform where the digital items are directly sold by the Seller(s) and purchased by the Buyer(s), directly.
1.9 “User” / “Client” shall mean any person or entity, Seller or Buyer, who may respectively sell or buy digital items, offered on the Difmark’s website.
1.10 “Website” shall mean “difmark.com” and all of it’s sections.
2.1 Difmark marketplace is designated for and acts as an online platform, where the Seller(s) can offer their digital items to the Buyer(s) and the Buyer(s) can purchase thereof, directly between the Seller and the Buyer.
2.2 Difmark does not own or sell the products/services published on this marketplace and is not directly involved in any transactions (product or payment ones, or any other) between the Seller(s) and the Buyer(s), but only serves as a venue. Difmark, therefore, does not contract either with the Seller or with the Buyer and has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of the Seller to sell items or the ability of the Buyers to pay for products/services, complete a transaction or return the item.
2.3 Difmark is not responsible for transfer of legal ownership from the Seller(s) to the Buyer(s) in relation to products marketed on this platform.
2.4 The User may access Difmark through any device, which is capable of accessing and/or supporting Difmark using an internet connection.
2.5 The User shall at all times comply with any operating procedures, requirements, or guidelines regarding the use of Difmark, that are by any means provided or made available to the User.
2.6 Difmark is not responsible for the content provided by the Users. The Users should observe the list of Prohibited/Restricted Items and Activities, as stated in the “PROHIBITIONS AND LIMITATIONS” section hereof.
2.7 Difmark is not responsible for the obligations that may occur between Seller and Buyer and only acts as an intermediary to facilitate Buy/Sell process between both parties. Difmark shall not act as a guarantor in regards to the obligation of the Buyer to pay for the products provided by the Seller nor as a guarantor in regards to the obligation of Seller to transfer the product to the Buyer.
2.8 Despite the fact that Difmark takes all the reasonable measures to verify the accuracy and reliability of information provided by Sellers and Buyers, Users of Difmark Services implicitly agree that engaging in any transactions involves certain amount of risk as in dealing with any person via Internet, which is not completely protected against abusive people. We recommend Users to carefully consider engaging in deals with other Users utilizing common sense and due observation, since Difmark cannot be held responsible for the actions of people dealing with abusive intent.
3.1 The website content placed on or accessible through Difmark marketplace, and compilation thereof is the property of Difmark Administration protected by U.S. (Title 17, United States Code) and international copyright laws.
3.2 All content of the Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Difmark (as per the website infrastructure and marketplace provision) or Difmark’s content suppliers (e.g., as per the Seller(s)’s posts, etc.) protected by United States and international copyright laws.
3.3 All content of the Website is also a subject to Difmark Copyright Policy which is integral with these Terms.
4.1 The User needs to register its own Difmark Account in order to use services provided by Difmark. The User is responsible for keeping the User’s Account and password confidential to prevent an unauthorised third party’s access to it, and the User agrees to accept responsibility for all activities under it. Difmark reserves the right to refuse service, terminate the User’s Account, terminate the User’s rights to use Difmark, and remove or edit content, in its sole discretion.
4.3 Difmark provides Accounts both for the Seller(s) and for the Buyer(s). Under certain circumstances, in Difmark sole discretion, the User may be required to undergo the verification procedures, in accordance with our internal policies, and to provide any additional information and/or documents in relation to the goods/services purchase/sale and product transaction.
4.4 In case of insufficient credibility, in Forgame’s judgement, Difmark may terminate these Terms and/or Account without notice.
4.5 Difmark Account may be registered by any person, who has the right and legal capacity to use the Services provided by Difmark marketplace, and is not barred or otherwise legally prohibited from accessing or using Difmark. The person shall not use Difmark if they are under 18 years of age.
4.6 The registration of the Account requires that the User specifies and uses their email address and a reliable password.
4.7 The User shall be fully responsible for all activity that occurs under their Account, including for any actions taken by persons to whom the User has granted access to the Account, if done so. Administration reserves the right to suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete informatio, or who fails to comply with the Account registration requirements or these Terms.
4.8 The User is entitled to cancel their Account at any time.
4.9 If the Account is cancelled: it will be deactivated or deleted; all of the rights granted under the User’s Account will immediately come to an end; and all of the User’s data and content may be deleted from our systems provided that it is in compliance with the applicable Republic of Estonia or other international Data Protection laws (e.g., EU General Data Protection Regulation, concerning the privacy of the individuals from within the EU/EEA, etc.), and/or duly archived for the necessary period of time if and where required by appropriate applicable law.
5.1 Seller guarantees that they have all the necessary capacity to engage into any activity on the website which includes product information posting, entering and executing a deal with the Buyer.
5.2 Seller guarantees that all the information provided, documents submitted (if applicable) in regards to the Seller’s identity and their product are true and accurate. If any information mentioned in this paragraph is subject to change Seller shall update Difmark about such changes immediately.
5.3 Seller guarantees that any products they are placing for sale on the Website are owned by the Seller and that such placement and any further actions do not violate any third-party intellectual property rights which include but not limited to copyright, patent law, trade secrets.
5.4 Seller guarantees that products they post are in compliance with LIST OF PROHIBITED/RESTRICTED ITEMS set out in these Terms. Seller also guarantees that they shall comply with SELLER RULES FOR POSTING set out in these terms.
5.5 Seller guarantees that products/services comply with the requirements of the applicable legislation, including the regulations on advertising and marketing.
5.6 Seller shall not use any computer virus or any other destructive equipment/software to destroy, tamper, intercept or appropriate any software or hardware of the Website or other Users.
5.7 Seller guarantees that they will use the Website and its Services for their genuine purport and in good faith which means Seller shall not not use the Website for abuse of other Users, shall not become involved in spamming or phishing, shall not impersonate other persons, and other similar harmful activities.
5.8 Seller guarantees that they will not be engaged in any unlawful activity, which may include sale of stolen products, violation of third party rights, usage of stolen credit cards etc.
5.9 Seller guarantees If the products/services of their type of business activity are subject to mandatory licensing or certification, they shall provide the relevant documents to the respective section of the website, where applicable.
6.1 Seller shall post information on their Products according to requirements as follows:
- Check that the title, description and image match each other and are actual. All information should be true and accurate.
- One product or service can be created only under one item posted. If two or more items of the Seller contain the same or identical image (including the same image in different angles), name and/or description, such item is considered as a duplicate and should be deleted. Please note: the exception may be only for items with the same image and/or description, but which contain in the title their distinctive features (e.g., size, model of the product, etc).
- Post only those images, texts, videos, drawings, where you are the author or the owner. Otherwise, you may post third-party content, if that third party authorised you to do so.
6.2 The Administration has a right not to place product/services items in a catalogue, if:
- The name and description of the item contains a senseless range of symbols or key words;
- The information posted contains external websites, except for the cases when a third-party is a party to the item to be provided;
- The information contains any elements/codes that modify the item and webpage design and/or manage the browsers of other users;
- The offer announcement text contains words in CAPITAL letters (excluding abbreviations) or the text with letter-spacing (words printed with spaces between letters);
- The text contains multitude of grammatical mistakes or transliteration description;
- The rules of items placing are contravened;
- Items are duplicated, as stated above;
- The product items posted are misleading for the end-users/buyers, e.g. the price and availability are not up-to-date; the image and description of the product/service are not true; etc).
6.3 In case Seller is in breach of any guarantees and obligations set out in these Terms, Administration at it’s own discretion at any time upon revealing such breach may remove any of Seller’s posts including those which comply with these posting rules.
7.1 Difmark may prohibit its marketplace provision in accordance with its internal policies, at its sole discretion, without prior notice.
7.2 Difmark may impose limits on digital items trading for specific Clients/Users for any reason, at its sole discretion.
7.3 Difmark shall not be held liable to the User for any losses, expenses, or damages the User incurs, including Seller’s claims for lost profits, resulting from or related to Difmark's imposition of limits on products/services operations, for any reason.
7.4 An item will be considered prohibited, not only if it contains prohibited information in the title or description of the product/image, but also in key words.
7.5 In case of grounded suspicion that the item in its essence bears information about prohibited digital items/services or induces to illegal/illicit activity, the Administration has the right to block an access to such information without prior notice.
7.6 The User, in particular the Seller when posting its items, shall comply with Difmark’ list of Prohibited/Restricted Items and Activities as set forth on Difmark marketplace and updated from time to time as appropriate, and/or as indicated hereby below:
8.1 It is strictly forbidden to sell and buy:
- fraudulent or illegal items, counterfeit, stolen items; items that include inaccurate, false or misleading information,
- items prohibited by applicable law, or those that promote illegal activities, pornography, adult material, material which incites violence, hatred, racism or which is considered obscene, licences including replicas and novelty items and any counterfeit products, unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses), unregistered charity services, items which encourage or facilitate illegal activities, prepaid debit cards or other stored value cards that are not associated with a particular seller and are not limited to purchases of particular products or services, third party rights violation products or services, products/services relating to the multi-level marketing, pyramid selling or ponzi schemes, matrix programmes or other “get rich quick” schemes or high yield investment programmes, goods or services that infringe the intellectual property rights of a third party, un-coded/miscoded gaming, timeshares. We reserve the right, in our sole discretion, to add categories of prohibited transactions by adding such categories either to these agreement or an acceptable T&C Policy published on the Website.
8.2 It is strictly forbidden to trade with persons or entities offering illegal gambling services, including (but not limited to) illegal sports betting, casino games and poker games. The company may suspend or terminate the User’s Account at any time if it believes that the User directly or indirectly uses or have used his Account for or in connection with illegal gambling transactions. This list is not exhaustive and it is the User’s responsibility to ensure that s/he does not use the Difmark’s services for activities that may be considered illegal in the User’s jurisdiction.
8.3 The User may not use our services if he is residing in certain countries. These countries will be listed on the Website and updated from time to time. This list is not exhaustive and we may in our sole discretion decide to discontinue or restrict our services in other countries at any time and without prior notice. We reserve the right to suspend or terminate the User’s Account at any time if we reasonably believe to be required to do so by law or in order to comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.
8.4 The User is strictly forbidden to use his Account for any illegal purposes including but not limited to fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency. The User is prohibited from using his Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed on the products/services sold/purchased.
8.5 It is User’s and not our responsibility to ensure that the User only sells/purchases products/services in compliance with any applicable laws and regulations. The mere fact that a person or entity trades through our online marketplace is not an indication of the legality of the supply or sale/purchase of products/services. If the User is in doubt as to the legality of a supply or sale/purchase of products/services, s/he should not continue with the trade operation.
9.1 Difmark will charge the Seller a fee (“Fees”) for using Difmark marketplace and publishing its items. The Seller is responsible for paying all Fees and applicable taxes in relation to Difmark marketplace use.
9.2 The Fees may be changed from time to time and as available. The effective date of revised Fees will be announced through this website, in a respective Fees webpage. The User is responsible for checking this information on the website on its own.
9.3 The Fees will be stated exclusive of VAT, or GST (where applicable).
9.4 The User agrees to pay Difmark fees and other amounts required, when due. If the Fees payment date is overdue, additional fees may apply for the delay.
9.5 The Users, both the Seller and the Buyer, should arrange the payment method(s) used in their product transactions, when trading on Difmark.
9.6 Upon the purchase of a digital item offered by the Seller, the Buyer shall pay its buying price, in accordance with the fees stated by the Seller for the item(s) posted.
9.7 If the products/services posting or the Account is terminated by either Party, the Seller remains obligated to pay Difmark all amounts due to Difmark, including any penalties or fines, where applicable, until fully paid. If the Seller fails to pay in full, Difmark may apply extra fees and other penalties and actions, including legal action taking.
9.8 User/Buyer may fund its account balance with different payment methods offered by platform. Account balance may only be used to purchase goods/services presented on Difmark marketplace and cannot be transferred to any bank account of the User or redeemed in any different way.
9.9 The payment is made directly to the Seller via chosen payment method and the fees are being deducted by Difmark for the marketplace service. Difmark does not hold funds of the Users and only facilitates buy/sell process between the parties. Sellers authorize Difmark to deduct commissions and other fees before transferring the rest of the sum to the Seller.
10.1 The User is responsible for the registration, filing, reporting, and payment of all applicable taxes with connection to its business activity.
10.2 Taxes shall be charged and paid by either Party in compliance with the applicable law.
11.1 Each Party shall act solely as an independent contractor, and nothing in these Terms shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.
11.2 Difmark will not enter into any contracts or commitments in the name of or on behalf of the User. As a marketplace, Difmark shall not take possession or control of any products/services but shall only provide the marketplace platform. The Parties shall be independent contractors.
12.1 The selling User shall be the sole responsible party in relation to the buying User as per the products/services and/or their functionality.
12.2 The Users will in no manner represent that Difmark is a guarantor or responsible party for the items listed, or otherwise involve Difmark in the User’s or third party’s disputes relating to the transaction, delivery or functionality of an item.
12.3 The Users agree that legal relations between the parties arise only from the sale contract accepted by Seller and the Buyer with the full exclusion of Dilfmark. Dilfmark shall not be held liable for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from such sale contract, including without limitation for any negligence, delay, failure, fault and/or breach on the part of the relevant Seller or Buyer.
13.1 The User shall be solely liable for the content of its listings on the Difmark marketplace platform and full compliance with the mandatory laws and regulations of the country(-ies) where the User operates.
13.2 The User shall be fully liable for content, correctness of advertisements and their compliance with requirements of these Terms and applicable laws.
13.3 The Seller’s items listed on the Difmark marketplace should include the following information (not limited to):
- Name/trade name and location of the Seller;
- Procedure of complaints acceptance and handling;
- Key features/specifications of an item, such as e.g., item’s name, trademark, volume, etc.;
- Availability in stock;
- Price (incl. delivery and payment terms);
- Terms/policy of delivery;
- Terms/policy of return;
- Warranty obligations;
- Other required terms (e.g., terms of purchase, etc.)
13.4 By accepting these Terms the User confirms to Difmark that it owns or has lawful rights to use, utilise, distribute all information, data, schedules, texts, video, music or other intellectual property, which is offered to other Users (Clients), who access and use this platform.
13.5 The User must not use Difmark Services in an unlawful manner. The User will not use Difmark marketplace for the sales of goods and/or services, which are in breach of any legislation and particularly the local and international legislation in the area of fraud, Money Laundering or Terrorist Financing, and the sanction legislation.
13.6 In the event of theft or any unauthorized access to the Account, the User shall notify Difmark of such incident as quickly as possible, but no later than 24 hours afterwards.
13.7 The User shall inform Difmark on all fraudulent transactions that it gets aware of.
13.8 The User may not disclose the functionality of Difmark marketplace platform to the third parties, not related to the present Agreement provisions.
13.9 The User has a right to enjoy the rights outlined in Refund / Delivery policy which is an integral part of these terms.
14.1 Sellers and Buyers are solely responsible for any legal relationships they enter without participation of Difmark.
14.2 In case User/Buyer confirms the delivery of the product, Difmark shall not cancel such transaction which shall be deemed to be properly completed. Certain exclusions may be made at the sole discretion of Difmark’s administration for example if the product is defective.
14.3 If User/Buyer is not satisfied with the product purchased from the Seller, Difmark grants both parties 48 hours to settle the dispute between the parties peacefully on the basis of mutual negotiations. Difmark shall not participate in such negotiations. User/Buyer may initiate the dispute during 180 days from the transaction.
14.4 In case parties did not come to a settlement of the dispute in 48 hours User/Buyer may escalate the dispute to claim. Claim is being solved by the administration of Difmark and Difmark reserves the right to request any necessary documentation from any party in order to assist with such dispute. Disputes are usually reviewed for 3 business days but such timeline may change depending on amount of current disputes being processed as well as individual dispute complexity.
14.5 As a result of dispute being reviewed by Difmark User’s claim may be either fulfilled or rejected.
14.6 In case the dispute from the side of the User/Buyer is not escalated to a claim during 14 calendar days starting from the date of product delivery then such dispute shall be automatically solved in favor of Seller.
15.1 Difmark shall provide the services stated in this Agreement to the User in due quality and within the limits of its technical possibilities.
15.2 Difmark may request and receive compensation for contractual penalties, sanctions, losses, claims or expenses incurred by Difmark due to the User’s activities or omission of activities or in relation to them.
15.3 The Parties hereby agree that Difmark reserves the right at its sole discretion immediately, unilaterally and without prior notice to the User to suspend provision of Services to the User, until full clarification of all circumstances.
15.4 Difmark reserves the right at its sole discretion to unilaterally terminate this Agreement and stop provision of Services hereunder to the User.
15.5 In case Difmark finds that the User uses Services for sales that are in breach of the applicable local or international laws or regulations, Difmark reserves the right to cancel its Services provision hereunder with immediate effect and without prior notice to the User.
16.1 The User guarantees that the products/services offered by it shall be in compliance with the information specified in the name and description of the items, are free from claims of third parties and the fact of their placement does not violate intellectual property rights.
16.2 Placing the offer of products/services sale specifying the Trade Marks, the User warrants that these items are placed by him/her legally and lawfully (with the consent of the copyright holder or after the goods are put into civil circulation by him or an authorized person).
16.3 Placing information about the products/services subject to mandatory certification, where applicable, or licensed activities, the User is responsible for the respective documentary permits availability, where applicable.
16.4 In case the Administration reveals information, products, services prohibited to be published and/or offered in accordance with these Terms and/or the applicable legislation, or the activity provided without appropriate authorization and permits, the User’s Account will be blocked automatically without notice.
16.5 The User warrants and represents that it is duly authorized and has a right, title and license in the products/services offered. The User bears sole and primary responsibility in this relation, using the Difmark marketplace only as a venue platform. If the User breaches its warranty, Difmark may instantly suspend or terminate its Services for the User. Where any IP rights violation takes place, Difmark reserves the right to delete such any information and receive compensation for any losses incurred in that regard, if any.
16.6 The User will make commercially reasonable efforts not to trade with end-user individuals of the age under 18. Difmark reserves the right to refuse the Services in transactions with minors.
16.7 The User shall comply with the Republic of Estonia laws and regulations, as well as those jurisdictions where international laws may apply (EU/UK), regarding data protection, ecommerce, consumer rights, provision of services. The Seller is primarily responsible to provide warranty, maintenance, technical or product support services for the item(s). The Seller is primarily responsible to the Buyer for any liabilities related to the Seller’s fulfillment of products/services orders, license agreements, or the Buyer’s use of products/services, as well as warranty and maintenance provision with regard to the Buyer, and liability for products/services in accordance with applicable law.
17.1 The User must comply with all applicable laws and regulations of the Republic of Estonia, laws and regulations of User’s country of domicile as well as international laws that may apply to their activity.
18.1 These Terms and other relationships between the Parties are governed by the law of Republic of Estonia without regard to principles of any conflict of laws.
18.2 All claims or disputes and disagreements that might arise from these Terms shall be resolved by means of negotiations.
18.3 The User agrees that for the purposes of the settlement of disputes between the Parties, an e-mail correspondence with the authorized persons of the Difmark shall be the effective and binding method of communication.
18.4 If the Parties cannot agree on the subject of the dispute within thirty (30) days, the dispute shall be submitted to the competent court in accordance with the applicable law of Republic of Estonia.
19.1 Difmark grants the User a revocable, non-exclusive, non-transferable license to use Difmark’s software as a marketplace platform, including all updates, upgrades, new versions.
19.2 If the User does not comply with the requirements provided by Difmark, then the User will be liable for all resulting damages suffered by the User, Difmark and the third parties.
19.3 Unless otherwise provided by applicable law, the User consents not to alter, reproduce, adapt, distribute, display, publish, reverse, engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the marketplace software.
19.4 Upon expiration or termination of this Agreement, the User will immediately cease all use of this marketplace.
20.1 The User hereby grants Difmark an irrevocable, non-exclusive, royalty–free, sub–licensable (through multiple tiers), perpetual, worldwide license for Difmark to post, place, list the User’s information and content on this website, allowing Difmark to display this information and content in accordance with Difmark format. Thereat, Difmark does not claim any ownership rights in the User’s information and content (including, but not limited to, images, trademarks, trade names, logos, etc.). Therefore, the User grants Difmark a license only to allow Difmark marketplace platform use it as a trade venue between Users, without violating any rights in that information and content.
20.2 Upon uploading such materials and content and providing it for posting on Difmark marketplace platform, the User’s warranties and representations, as per the “WARRANTIES AND REPRESENTATIONS” section hereof, are in force.
21.1 Difmark hereby grants the User a revocable, non-exclusive, non-transferable license to use Difmark’s trademarks (whether registered or not) used to identify Difmark marketplace services solely in conjunction with the use of Difmark marketplace services, if necessary.
21.2 The User consents that it will not at any time during or after this Agreement claim any rights in or do anything that may adversely affect the validity of any trademark or any other trademark, trade name or product designation belonging to or licensed to Difmark, including, without limitation registering or attempting to register any trademark or any such other trademark, trade name or product designation.
22.1 Other than the express licenses granted by this Agreement, Difmark does not grant any kind of right or license of Difmark marketplace provision or any Intellectual Property (IP) rights of Difmark.
22.2 Each party shall retain all ownership rights, title, and interest in and to its own products and services and all IP rights therein, subject only to the rights and licenses specifically granted herein.
22.3 The User shall in no way represent, except as specifically permitted under this Agreement, that it has any rights in or to the IP of Difmark.
23.1 The User agrees to indemnify, defend, and hold harmless Difmark, its affiliates, officers, directors, agents, employees and contractors from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of:
23.2 The User's breach of this Agreement or any other agreement the User enters into with Difmark or its suppliers, contractors, partners in relation to the User’s use of Difmark marketplace services;
The User's use of Difmark marketplace services; and/or
The User's violation of any applicable law and regulation, or any other requirements.
23.3 The User shall also pay Difmark for any related expenses incurred by Difmark, including reasonable attorney's fees, in its collection of any amounts due from the User.
24.1 Difmark shall not be held liable to the User or any third party for any consequential, indirect, incidental, reliance, or exemplary damages arising out of or relating to this Agreement, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action, including but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or or impairment of other assets; or labour claims, even if Difmark has been advised of the possibility of such damages.
24.2 Difmark assumes no liability for the User's failure to perform in accordance with this Agreement or any results caused by acts, omissions or negligence of the User, a subcontractor or an agent of the User or an employee of any of them, nor shall Difmark have any liability for claims of the third parties, including but not limited to, claims of the third parties arising out of or as a result of, or in connection with, the User’s services, messages, programs, promotions, advertising, infringement or any claim for violation of copyright, trademark or other IP rights.
24.3 Under no circumstances shall Difmark’s total aggregate liability to the User or any third party arising out of or related to this Agreement exceed the direct damages suffered by such party in an amount equal to the amounts paid/payable by the User to Difmark under this Agreement.
25.1 Difmark and its functionality including all scripts, annexes, content, and design are provided for the Users on “as is” and “as available” basis, without any warranty whatsoever. The Administration shall not be obliged to extend the Difmark’s functionality or to change Difmark otherwise. The Administration shall not be obliged to ensure the operation of Difmark on all program platforms, for all devices or under certain specific conditions. Difmark disclaims all warranties whether express, implied, to the User regarding any matter whatsoever, including all implied warranties of merchantability fitness for a particular purpose and non-infringement of the third party rights. No verbal or written information or advice given by Difmark or its employees or representatives shall create a warranty or in any way increase the scope of Difmark’s obligations.
25.2 The User acknowledges that the Difmark marketplace services are a computer network based services, which may be subject to outages and delay occurrences. As such, Difmark does not guarantee continuous or uninterrupted access to Difmark marketplace services.
25.3 The User further acknowledges that access to Difmark website or its marketplace services may be restricted for maintenance.
25.4 Difmark will make reasonable efforts to ensure that an access to the marketplace is provided in a timely manner. However, Difmark will not be held liable for any interruption, outage, or failure to provide its Services.
25.5 The Administration shall be entitled to change the design of Difmark, its functionality, the used technical solutions, scripts, software, and other elements both visible and invisible to the User at any time unilaterally without giving the User a prior notice.
25.6 The User agrees that it shall use Difmark at their own discretion. The Administration shall not warrant that the operation of Difmark will be uninterrupted, free from immaterial or critical errors, failures, or other defects.
25.7 The Administration shall take adequate efforts for maintaining the appropriate operational condition of Difmark marketplace.
25.8 If the User is unsatisfied with the conditions and/or quality of Difmark or its functionality, they shall discontinue using Difmark.
25.9 The User agrees that the Administration shall not incur liability for any losses (direct, indirect or accidental) or other property and non-property losses of the User or third parties resulting from a failure in the operation of Difmark, the use or impossibility of the use thereof, loss of the information (including files) being important to the User, due to technical reasons and as a result of the acts or omission of other Users. Where and if some states in USA do not permit limitation of incidental or consequential losses, such limitation may not apply to the User.
25.10 If the User loses access to his/her Account as a result of his/her (i) violation of these Terms, (ii) negligence concerning the cybersecurity and any other necessary measures, including precautionary and preventive measures, that resulted in theft of the User’s Account, (iii) any other action (act or omission), the Administration shall not be liable under these Terms. The User represents and warrants that he/she will be solely responsible for these losses and will not make any claims to the Administration connected to such losses.
26.1 These Terms shall be in effect from the date of accepting these Terms and until either Party terminates them by a written notice by email or postal mail. The User may terminate these Terms and Difmark Account at any time upon written notice at least 10 (ten) Business days before termination. Difmark may terminate these Terms at any time for any reason.
26.2 Difmark may terminate this Agreement or suspend Services to the User if any of the following occurs:
- Difmark is required by an order from a regulatory body to cease providing services to the User;
- Difmark believes that the User has breached this Agreement, or is likely to do so;
- If Difmark determines that the User's use of Difmark platform Services carries an unacceptable amount of risk, including credit or fraud risk; or
- Any other legal, reputational, or risk-based reason exists, in Difmark’s sole discretion.
26.3 After termination by either party, the User shall no longer have an access to, and shall cease all use of Difmark marketplace.
26.4 Any termination of this Agreement does not relieve the User of any obligations to pay any fees, costs, penalties or any other amounts owed by the User to Difmark as provided under this Agreement, whether accrued prior to or after termination.
26.5 Upon termination of these Terms, any outstanding and unpaid fees and charges of the User to Difmark shall become immediately due and payable.
26.6 Upon Termination of these Terms, the provisions of the Parties’ obligations under this Agreement shall survive such Termination.
27.1 These Terms shall be valid till terminated by either Party.
27.2 These Terms shall supersede any other arrangements between the Parties as well as all prior versions thereof.
27.3 Should any provision of these Terms (a clause or a statement within a clause) be void, unenforceable or legally invalid otherwise, it shall not affect any other provision hereof, or these Terms as a whole.
27.4 Failure by The Administration to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term of this Agreement.
27.5 The User shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of Difmark.
27.6 The Administration shall be entitled to make amendments or additions to these Terms unilaterally at any time without any special notice by placing a new version hereof on the website. The new version of the Terms shall come into force at the moment it is placed on the website, unless otherwise provided by the new version thereof.
27.7 It is agreed by the Parties that either Party shall not be liable for any failure, hindrance or delay in performing its obligations under the Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances beyond its reasonable control, provided that the Party promptly notifies the other Party giving full particulars of the circumstances in question. For the purposes of this Agreement "Force Majeure" means any cause beyond the reasonable control of the parties including, without limitation, any of the following:
- any events outside of parties control;
- war, insurrection, riot, civil disturbance, acts or attempted acts of terrorism;
- fire, explosion, flood, storm;
- theft or malicious damage;
- strike, lock-out, or other industrial dispute (whether involving the workforce of the party so
- prevented or any other party), third party injunction;
- national defense requirements, acts or regulations of national or local governments; or
- inability to obtain essential power, raw materials, labor, malfunction of machinery or apparatus.
27.8 The User is responsible to regularly monitor the Difmark website or User’s Account on the Difmark dashboard for notice of changes to the Difmark Services, as well as the Fees. The User shall be notified in advance of such changes in Difmark Services, as well as the Fees. The Fees may be updated and revised by Difmark upon 10 days notice.
27.9 The following notifications sent by email must be immediately confirmed by the sender, by a registered mail or by delivering to the other Party against signature:
- Complaints regarding fulfillment of the Agreement;
- Claims for damages or payment of contractual penalties;
- Notices regarding the termination of the Agreement.
27.10 Any additional enquiries can be sent to the Administration by firstname.lastname@example.org.