Terms & Conditions

PRX Market Terms and Conditions of Service

Thank you for using Paper Roll Exchange Market (“PRX Market”). These terms of service (the “Terms”) cover use of and access to the marketplace services, seller and buyer software, and website (collectively, the “Services”) provided by PRX Market to sell and purchase materials (the “Materials”). This is a binding legal agreement between you, your business, your representatives (collectively, “you” “your” or “Customer”) and PRX Market. A Customer can mean the party selling a material (the “Seller”), the party buying a material (the “Buyer”) or anyone using the Services. These Terms govern the terms and conditions of every agreement that you enter into with PRX Market and with every Buyer and Seller of Materials using the Services. These Terms and any amendments to them will be effective as of the date they are posted on the PRX Market website. By using or accessing PRX Market’s Services, you agree to be bound by the current Terms and the PRX Market Privacy Policy located at https://prxmarket.com/pages/terms-conditions.

 

PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS SET FORTH THE CONTRACTUAL TERMS GOVERNING THE USE OF THE SERVICES, AND AS THESE TERMS ARE LEGALLY BINDING ON YOU, IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE TERMS IN THEIR ENTIRETY BEFORE AGREEING TO BE BOUND BY THE TERMS HEREOF.

 

YOU ACKNOWLEDGE AND AGREE THAT PRX MARKET DOES NOT PROVIDE MANUFACTURING SERVICES OR FUNCTION AS A MANUFACTURER IN ANY CAPACITY.

 

Eligible Participants. PRX Market is a business to business marketplace.  You represent and warrant that you are legally eligible to purchase or sell Materials on the PRX Market website.

 

Registration. To be eligible to access the Services, you must complete PRX Market’s online registration process. Upon receipt of your registration documents, you and your designated authorized users (“Authorized Users”) will be issued unique user names and passwords to access the Services. You acknowledge and agree that you are liable and responsible for all actions, omissions and any failure to act of your Authorized Users in connection with your Authorized Users’ use of the Services. You represent, warrant and covenant that all information that you provide to PRX Market is accurate and complete and that you will notify us in writing of any changes to the information provided. You hereby authorize PRX Market to share the information you provide to us (including, without limitation, financial information) with PRX Market partners solely to the extent such information is needed to provide the Services. You agree not to give anyone access to the Services other than your Authorized Users. Further, you represent, warrant and covenant to PRX Market that: (a) you and your Authorized Users are in compliance with and shall comply with all laws and regulations that apply to your business or otherwise; and (b) you and your Authorized Users have secured and will maintain all permits, licenses and governmental approvals required to operate your business including, without limitation, as required to access and participate in the Services. We reserve the right to temporarily or permanently suspend your access rights and/or the access rights of any of your Authorized Users at any time and for any reason, with or without notice.

 

Permitted Use. You agree that you and your Authorized Users will use the Services solely for your internal business purposes and will not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted by Section 22 herein), distribute or otherwise commercially exploit or make the Services available to any third party, other than to your Authorized Users or as otherwise contemplated by these Terms; (b) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (c) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates any third party privacy rights; (d) send or store malicious code or viruses; (e) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (f) attempt to gain unauthorized access to the Services or its related systems or networks. You further agree that neither you nor your Authorized Users will (i) modify, copy or create derivative works based on the Services; (ii) frame or mirror any content forming part of the Services; (iii) reverse engineer or decompile the Services; (iv) access the Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Services; or (v) permit or authorize any third party to do any of the above at your or any of you Authorized Users’ direction or on your behalf.

 

PRX Market’s Role. As a provider of online marketplace services, PRX Market does not take possession of the Materials listed for sale via the Services. PRX Market is neither the Buyer nor the Seller of the Materials listed for sale. Instead, PRX Market acts as a venue to facilitate the exchange of Materials between the Buyers and the Sellers. PRX Market has no control over, and bears no responsibility in connection with: (a) the items advertised on the Services; (b) the quality of the Materials being bought or sold; (c) the timely delivery of the Materials; (d) the ability of the Sellers to sell the Materials; or (e) the ability of the Buyers to acquire or pay for the Materials. PRX Market is not a party to the Materials sale contract between the Buyer and the Seller (the “Customer Agreement”), but is a third party beneficiary of the Customer Agreement, entitled to the parties’ performance and to seek legal remedies for the parties’ breach. You agree that any legal claims arising out of a transaction will be between you and the other party (either the Buyer or the Seller) in the transaction and not against PRX Market or any PRX Market partner.

 

Basic Seller Obligations. The Seller represents, warrants and agrees to the following terms:

 

PRX Market may stop payment or refuse to authorize payment to the Seller in the event that the Seller owes any amounts to PRX Market, and any such amounts owed to PRX Market or its affiliates may be deducted from any proceeds due to the Seller;

 

The Seller is the true and lawful owner of the Materials and has right and full power and authority to sell and transfer the Materials to the Buyer;

 

The Materials are free from all encumbrances, defects and deficiencies;

 

All sales are binding. Once a Seller approves a Buyer’s bid to purchase Materials, such Seller is obligated to complete the transaction with the applicable Buyer in a prompt manner, unless there is an exceptional circumstance, including without limitation: (a) the Buyer fails to meet the terms of the Seller’s listing (such as payment method); or (b) the Seller cannot authenticate the Buyer’s identity. If a transaction is canceled or abandoned after a Buyer's bid is accepted the seller could lose their privilege from using the PRX Market service.

 

The Seller shall notify the Buyer of the Seller’s acceptance of the Buyer’s bid within the time period specified in the Customer Agreement (the date of the Seller’s acceptance being hereinafter referred to as the “Acceptance Date”). Following the Acceptance Date, the Buyer and the Seller shall agree upon the method for delivery of the Materials to be incorporated in the Customer Agreement (i.e., EXW, FCA, etc.). For the avoidance of doubt, risk of loss for the Materials remains with the Seller until such Materials are delivered to the Seller in accordance with the agreed upon terms of the Customer Agreement. Once the Buyer accepts delivery of the Materials in accordance with the Customer Agreement, the risk of loss for the Materials is transferred to the Buyer;

 

PRX Market reserves the right to limit the number of Materials posted by a Seller at any time for any reason; and

 

You represent that you have sufficient authority and all right and full power to agree to these Terms and to perform your respective obligations under these Terms on behalf of yourself or on behalf of the organization for whom you are acting, as the case may be.

 

Basic Buyer Obligations. The Buyer represents, warrants and agrees to the following terms:

 

The Buyer is solvent and has the ability to pay for the Materials in full;

 

If the Buyer is planning to export the Materials, the Buyer is responsible for ensuring that the Materials satisfy all export requirements and all import requirements of the destination country;

 

The Buyer hereby represents, warrants and covenants that the Buyer holds a retail sales tax registration, certificate, license, or other permit, issued by the sales taxing authority of the Seller’s city, state, county, and country as appropriate or, in the alternative, the Buyer certifies that it holds the appropriate documentation issued by the sales tax authority of the state or province, or locality of its business, if necessary, which exempts the Buyer from the payment of sales tax. The Buyer will pay directly to the proper taxing authorities such sale or use tax as may then be accrued and become payable and, in the event that Materials or other products purchased are used for any purpose other than for use or resale, the Buyer will pay directly to the proper taxing authorities such sale or use tax as may then accrue and be due and payable;

 

PRX Market reserves the right to limit the number of Materials purchased by a Buyer at any time for any reason;

 

Payment is due from the Buyer on the Acceptance Date. Failure to remit payment on the Acceptance Date may result in a penalty fee as set forth in Section 8 below and the Buyer will be subject to account suspension at the sole discretion of PRX Market;

 

You represent that you have sufficient authority and all right and full power to agree to these Terms and to perform your respective obligations under these Terms on behalf of yourself or on behalf of the organization for whom you are acting, as the case may be; and

 

Following the Acceptance Date, the Buyer and the Seller shall agree upon the method for delivery of the Materials to be incorporated in the Customer Agreement (i.e., EXW, FCA, etc.). For the avoidance of doubt, risk of loss for the Materials remains with the Seller until such Materials are delivered to the Seller in accordance with the agreed upon terms of the Customer Agreement. Once the Buyer accepts delivery of the Materials in accordance with the Customer Agreement, the risk of loss for the Materials is transferred to the Buyer.

 

Payment Terms. In consideration of access to the Services, you agree to pay PRX Market all fees and charges assessed by PRX Market for access to the Services (collectively, the “Fees”). Fees are subject to change without notice. Please review a current list of PRX Market’s Fees, as may be updated from time to time, on the PRX Market website. The purchase price of the Materials, service charges, plus all applicable taxes and Fees payable by the Buyer in connection with a transaction is the “Total Payment Amount”. All Fees are non-refundable. At any time, PRX Market may change fee structures if it provides prominent notice of these changes on the PRX Market website. The Customer shall pay PRX Market the Fees on the Acceptance Date in accordance with the terms of the Customer Agreement. Payment shall be made in U.S. Dollars (USD) by ACH electronic funds transfer, credit card, or by another financing arrangement set forth on the PRX Market website and acceptable to PRX Market (each a, “Payment Method”). PRX Market reserves the right to specify the type of Payment Method it will accept from the Customer. In addition to whatever rights of set-off PRX Market may have in any jurisdiction where Materials are sold, if the Customer or any party affiliated with the Customer (“Customer Affiliate”) fails to pay Fees or other amounts owing when due to PRX Market or any PRX Market partner, PRX Market will be entitled to immediately set off the amount owed by the Customer and/or the Customer Affiliate from any funds owing by PRX Market to the Customer and/or the Customer Affiliate. In addition, if you fail to pay the Total Payment Amount on the Acceptance Date, we may: (a) electronically debit your bank account or credit card; (b) withhold Materials until all amounts owed have been paid; (c) cancel the sale transaction; (d) charge late payment fees equal to $10 per day, and/or charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month, calculated in U.S. Dollars (USD), or the maximum rate allowed by law, whichever is less; and/or (e) pursue any other remedy or relief permitted by law. If we accept payment from you by electronic check, you authorize PRX Market to initiate debit entries to your account at the financial institution on which the electronic check was written. The electronic check debit authorization will remain in force until we have received written notice from you of its termination. PRX Market reserves the right to decline payment by electronic check at any time and for any reason. Any Payment Method withdrawn, rejected or returned for non-sufficient funds (“NSF”) must be settled and replaced immediately. NSF transactions will be subject to a service charge up to $50 and shall be immediately due and payable. You agree to pay all costs including, without limitation, attorney fees, court costs and other expenses reasonably incurred by PRX Market, to collect any monies owing by you.

 

Dispute Resolution. PRX Market’s goal is to make you happy. In the event a dispute arises between you, PRX Market, and/or a Buyer or a Seller, please email PRX Market at information@roll-exchange.com and we will attempt to work quickly towards a mutually acceptable solution. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity. The Customers who repeatedly submit questionable dispute resolution claims may have their privileges temporarily or permanently suspended.

 

Customer Content. PRX Market has the right to use certain Customer generated information, content, photographs and Material data for the limited use of promoting and carrying out the Services requested by such Customer. The Customers and their representatives grant PRX Market and PRX Market’s trusted third parties a limited license to utilize non-confidential information for the general purpose of promoting and providing Services to our Customers.  Each Customer agrees that this permission is royalty free, irrevocable and worldwide.

 

PRX Market Intellectual Property. The Services are protected by copyright, trademark, and other US and foreign laws. These Terms do not grant the Customers any right, title or interest in any of the Services, others’ content in the Services, PRX Market trademarks, logos or other brand features.  Our trademarks, service marks and trade dress may not be used in connection with any product or service without the prior written consent of PRX Market. PRX Market welcomes feedback, but note that we may use comments or suggestions without any obligation to the Customer.

 

Copyright Infringement Claims. Claims of suspected copyright infringement should be sent to information@roll-exchange.com in accordance with the PRX Market Intellectual Property Notification Policy set forth on the PRX Market website.

 

Availability, Errors and Inaccuracies. We are constantly updating the Services. We may experience delays in updating the Services and in our advertising on other websites. The information found through the Services may contain errors or inaccuracies and may not be complete or current. Products may be mis-priced, described inaccurately, or unavailable through the Services and we cannot guarantee the accuracy or completeness of any information obtained through the Services. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

 

Links to Other Websites. Our Services may contain links to third party websites or services that are not owned or controlled by PRX Market. PRX Market has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites or services. You acknowledge and agree that PRX Market shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

 

Termination. All Customers are free to stop using our Services at any time.  We also reserve the right to suspend or end the Services at any time at our discretion and without notice.  For example, we may suspend or terminate a Customer’s access and use of the Services if they are not complying with these Terms, or are using the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services.  PRX Market reserves the right to terminate and delete your account at any time and for any reason.

 

DISCLAIMER OF WARRANTIES. PRX MARKET, PRX MARKET’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND SUPPLIERS PROVIDE THE WEBSITE AND SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PRX MARKET, PRX MARKET’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. PRX MARKET MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICES, USER CONTENT OR SUBJECT MATERIALS OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OR PRX MARKET CONTENT. PRX MARKET EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY AND ALL USERS.

 

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

 

IF YOU ARE DISSATISFIED OR HARMED BY PRX MARKET, THE SERVICES OR ANYTHING RELATED TO PRX MARKET OR THE SERVICES, YOU MAY CLOSE YOUR PRX MARKET ACCOUNT AND THAT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

 

LIMITATION ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRX MARKET, AND (AS APPLICABLE) PRX MARKET’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS OR OTHER INTERACTIONS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PRX MARKET HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

IN NO EVENT WILL PRX MARKET’S AGGREGATE LIABILITY OF PRX MARKET’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES INCLUDING, WITHOUT LIMITATION, FROM THE USE OF OR INABILITY TO USE THE SERVICES AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER USERS, EXCEED THE AMOUNT OF FEES YOU HAVE PAID OR BEEN PAID VIA THE SERVICES IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (USD $100), IF NO SUCH PAYMENTS HAVE BEEN MADE.

 

Indemnification. EACH CUSTOMER AGREES TO INDEMNIFY AND HOLD PRX Market AND (AS APPLICABLE) PRX MARKET’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, ATTORNEYS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF these TERMS OR THE DOCUMENTS THESE TERMS INCORPORATE BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

 

Binding Arbitration. You agree to first contact PRX Market and attempt to informally resolve any dispute with another Customer and/or PRX Market. If PRX Market has not been able to informally resolve the dispute, you agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules then in effect for the AAA. Unless you, the applicable Customer and/or PRX Market, as applicable, agree otherwise, the arbitration will be conducted in the State of Maryland, County of Washington and you will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.