Access to and use of password protected and/or secure areas of the Platform and/or use of the Services are restricted to Customers with accounts only. The Customer may not obtain or attempt to obtain unauthorized access to such parts of this Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for the Customer’s specific use.
1. Definitions & Interpretation
2. General use of Services and/or access of Platform
2.1 Guidelines to the use of Platform and/or Services: The Customer agrees to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use of the Services and/or access to the Platform, as well as any amendments to the aforementioned, issued by BILINEAR, from time to time. BILINEAR reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and the Customer is deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
2.2 Restricted activities: The Customer agrees and undertakes NOT to:
(a) impersonate any person or entity or to falsely state or otherwise misrepresent the Customer’s affiliation with any person or entity;
(b) use the Platform or Services for illegal purposes;
(c) attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform or Services;
(d) post, promote or transmit through the Platform or Services any Prohibited Materials;
(e) interfere with another’s utilization and enjoyment of the Platform or Services;
(f) use or upload, in any way, any software or material that contains, or which Customer have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of another Customer’s computer or mobile device or the Platform or Services;
(g) use the Platform or Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws.
2.3 Availability of Platform and Services. We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents the Customer from accessing the Platform or any part of the Services.
2.4 Right, but not Obligation, to Monitor Content: BILINEAR reserves the right, but shall not be obliged to:
(a) monitor, screen or otherwise control any activity, content or material on the Platform and/or through the Services. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action it deems appropriate;
(b) prevent or restrict access of any Customer to the Platform and/or the Services;
(c) report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
(d) request any information and data from Customer in connection with Customer’s use of the Services and/or access of the Platform at any time and to exercise BILINEAR’s right under this paragraph if:
(1) Customer refuses to divulge such information and/or data or
(2) the Customer provides or if BILINEAR haS reasonable grounds to suspect that the Customer has provided inaccurate, misleading or fraudulent information and/or data.
2.6 Terms & Conditions of Sale. Purchases of any Product would be subject to the Terms & Conditions of Sale as set out at http://www.nissanparts.ph/terms-conditions.html.
3. Use of Services
3.2 Restrictions. Use of the Services is limited to authorize Customers that are of legal age and who have the legal capacity to enter into and form contracts under any applicable law. Customers who have breached or are in breach of the terms and conditions contained herein and Customers who have been permanently or temporarily suspended from use of any of the Services may not use the Services even if they satisfy the requirements of this Clause 3.2.
(a) to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith; and;
(b) to ensure that any information or data Customer posts or causes to appear on the Platform in connection with the Services is accurate and agree to take sole responsibility for such information and data.
3.4 Product Description, Listing and Availability. While BILINEAR endeavors to provide an accurate description of the Products, its price and availability, BILINEAR does not warrant that such description is accurate, current or free from error.
3.5 Prices of Products. All Listing Prices are subject to taxes, unless otherwise stated. We reserve the right to amend the Listing Prices at any time without giving any reason or prior notice.
4. Customers with Nissan Philippines Parts Online accounts
4.1 Username/Password: Certain Services that may be made available on the Platform may require creation of an account or for the Customer to provide Personal, Private or Confidential Data. If the Customer requests to create an account, a Username and Password may either be: (i) determined and issued to the Customer; or (ii) provided by the Customer and accepted by BILINEAR in its sole and absolute discretion in connection with the use of the Services and/or access to the relevant Platform. BILINEAR may at any time in its sole and absolute discretion, request that the Customer update the Customer’s Personal, Private or Confidential Data or forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by the Customer or arising out of or in connection with or by reason of such request or invalidation. The Customer hereby agrees to change the Customer’s Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of the Customer’s account and liable for any disclosure or use (whether such use is authorized or not) of the Username and/or Password. The Customer should immediately notify BILINEAR if the Customer has knowledge that or has reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorized use of the Username and/or Password or if the Customer’s Personal, Private or Confidential Data requires updating.
4.2 Purported Use/Access. The Customer agrees and acknowledges that any use of the Services and/or any access to the Platform and any information, data or communications referable to the Customer’s Username and Password shall be deemed to be, as the case may be:
(a) Access to the relevant Platform and/or use of the Services by the Customer; or
(b) information, data or communications posted, transmitted and validly issued by the Customer.
Customer agrees to be bound by any access of the Platform and/or use of any Services (whether such access or use are authorized by the Customer or not) and the Customer agrees that BILINEAR shall be entitled (but not obliged) to act upon, rely on or hold the Customer solely responsible and liable in respect thereof as if the same were carried out or transmitted by the Customer. The Customer further agrees and acknowledges that the Customer shall be bound by and agrees to fully indemnify BILINEAR and BILINEAR Indemnitees against any and all Losses attributable to any use of any Services and/or or access to the Platform referable to the Customer’s Username and Password.
5. Intellectual property
5.1 Ownership. The Intellectual Property in and to the Platform and the Materials are owned, licensed to or controlled by BILINEAR, its licensors or its service providers. BILINEAR reserves the right to enforce its Intellectual Property to the fullest extent of the law.
5.2 Restricted Use. No part or parts of the Platform, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Clause 5.3, permission will only be granted to the Customer to download, print or use the Materials for personal and non-commercial uses, provided that the Customer do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.
6. Limitation of Responsibility and Liability
6.1 No Representations or Warranties: The Services, the Platform and the Materials are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform, the Services or the Materials are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Platform, the Services or the Materials. Without prejudice to the generality of the foregoing, BILINEAR does not warrant:
(a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform, the Services or the Materials;
(b) that the Platform, the Services or that any of the Materials will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;
(c) that the Platform, the Services or the Materials are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and
(d) the security of any information transmitted by the Customer or to the Customer through the Platform or the Services, and the Customer accepts the risk that any information transmitted or received through the Services or the Platform may be accessed by unauthorized third parties and/or disclosed by BILINEAR or its officers, employees or agents to third parties purporting to be the Customer or purporting to act under the Customer’s authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.
6.2 Exclusion of Liability. BILINEAR Indemnitees shall not be liable to the Customer for any Losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
(a) Any access, use and/or inability to use the Platform or the Services;
(b) reliance on any data or information made available through the Platform and/or through the Services. Customer should not act on such data or information without first independently verifying its contents;
(c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
(d) any use of or access to any other website or webpage linked to the Platform, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
6.3 At the Customer’Own Risk: Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the Platform is entirely at the Customer’s own risk and BILINEAR shall not be liable therefor.
7. Hyperlinks and alerts
7.1 Hyperlinks. For the Customer’s convenience, BILINEAR may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and the Customer agrees that the Customer’s access to or use of such linked websites or content is entirely at the Customer’s own risk.
7.2 Promotions: BILINEAR, its affiliates, assigns and service providers may attach banners, java applets and/or such other materials to the Platform for the purposes of promoting the products and/or services. For the avoidance of doubt, the Customer shall not be entitled to receive any payment, fee and/or commission in respect of any such promotional materials.
8. The Customer’sSubmissions and Information
8.1 Submissions by Customer: The Customer grant us a non-exclusive license to use the materials or information that the Customer submits to the Platform and/or provides to BILINEAR, including but not limited to, questions, reviews, comments, and suggestions (collectively, “Submissions”). When the Customer post comments or reviews to the Platform, the Customer also grants BILINEAR the right to use the name that the Customer submits or the Customer’s Username in connection with such review, comment, or other content. the Customer shall not use a false e-mail address, pretend to be someone other than Customer or otherwise mislead us or third parties as to the origin of any Submissions. BILINEAR may, but shall not be obligated to, publish, remove or edit the Customer’s Submissions.
8.2 Consent to receive e-mails, Promotional Materials and Related Documentation, the Customer hereby expressly gives full, free, and unequivocal consent \ and authority to the collection, processing and use by us of any information provided by the Customer (including Personal, private or confidential Data) for the purposes of sending informational and promotional e-mails and any and all communications, notices, updates and other information to the Customer. The Customer’s agreement to the provisions of this Clause 8.2 shall constitute the Customer’s consent for the purpose of the provisions of any spam control laws (whether in Philippines or elsewhere). The Customer may subsequently opt out of receiving promotional e-mails by clicking on the appropriate hyperlink in any promotional e-mail.
8.3 BILINEAR may, from time to time, be required by government agencies to disclose certain information in connection with any audit or investigation. The Customer understands that BILINEAR is not required to contest any demand made by an (government) authority for such information.
10.1 Notices from BILINEAR. All notices or other communications given to The Customer if:
(a) communicated through any print or electronic media as BILINEAR may select will be deemed to be notified to the Customer on the date of publication or broadcast; or
(b) sent by post or left at the Customer’s last known address will be deemed to be received by the Customer on the day following such posting or on the day when it was so left.
10.2 Notices from the Customer: Customer may only give notice to BILINEAR in writing sent to its designated address or e-mail address, and BILINEAR shall be deemed to have received such notice only upon receipt. While BILINEAR endeavors to respond promptly to notices from Customer, BILINEAR cannot guarantee that it will always respond with consistent speed.
10.3 Other modes. Notwithstanding Clauses 10.1 and 10.2, BILINEAR may from time to time designate other acceptable modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.
11.6 Injunctive Relief: BILINEAR may seek immediate injunctive relief if it makes a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
11.8 Correction of Errors. Any typographical, clerical or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on BILINEAR.
11.12 Binding and Conclusive. The Customer acknowledges and agrees that any records (including records of any telephone conversations relating to the Services, if any) maintained by BILINEAR or its service providers relating to or in connection with the Platform and Services shall be binding and conclusive on the Customer for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between the Parties. The Customer hereby agrees that all such records are admissible in evidence and that the Customer shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and the Customer hereby waives any of the Customer’s rights, if any, to so object.
11.13 Sub-contracting and Delegation. BILINEAR reserves the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as BILINEAR deems appropriate.
DEFINITIONS AND INTERPRETATION
1.1 “Customer” has the same meaning as in the Terms & Conditions of Sale.
1.2 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
1.3 “BILINEAR Indemnitees” means BILINEAR and all of its respective officers, employees, directors, agents, contractors and assigns.
1.4 “BILINEAR”, “we”, “our” “Seller” and “us” refer to BILINEAR INC., a company incorporated pursuant to the laws of Philippines under registration number CS201417460 and having its registered address at Taguig City, Philippines.
1.5 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.
1.6 “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.
1.7 “Materials” means, collectively, all web pages on the Platform, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available on the Platform and the functionalities or services provided on the Platform.
1.8 “Order” means the Customer’s order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.
1.9 “Password” refers to the valid password that a Customer who has an account with http://nissanparts.ph, which may be used in conjunction with the Username to access the relevant Platform and/or Services.
1.10 “Personal”, “Private Data” and/or “Confidential Data” and/or “Personal, Private and/or Confidential” Information or Data means data, whether true or not, that can be used to identify, contact or locate the Customer. Personal Data can include the Customer’s name, e-mail address, billing address, shipping address, phone number and credit card information. It shall be deemed to include any data that the Customer has provided to BILINEAR when placing an Order, regardless of whether the Customer has an account with BILINEAR.
1.11 “Platform” means (a) both the web and mobile versions of the website operated by BILINEAR and owned by Nissan Philippines, Inc., which is presently located at the following URL: http://www.nissanparts.ph.
1.13 “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.
1.14 “Prohibited Material” means any information, graphics, photographs, data and/or any other material that:
(a) contains any computer virus or other invasive or damaging code, program or macro;
(b) infringes any third-party Intellectual Property or any other proprietary rights;
(c) is defamatory, libelous or threatening;
(d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or
(e) is or may be construed as offensive and/or otherwise objectionable, in BILINEAR’s sole opinion.
1.15 “Services” means services, information and functions made available by BILINEAR at the Platform.
1.17 “Terms & Conditions of Sale” means the terms and conditions governing a Customer’s purchase of the Products and are set out at http://www.nissanparts.ph/terms-conditions.html
1.19 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform, including the Nissan. trademark, which is property of Nissan Motor Co., Ltd., its affiliates and subsidiaries
1.20 “Username” refers to the unique login identification name or code which identifies a Customer who has an account with Nissan Philippines Parts Online.
1.21 “Voucher” means a voucher for credit which may be used by a Customer, subject to other terms and conditions, towards the payment of purchases on the Platform.
1.22 The “Customer” refers to:
a. the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian; or
b. legally incorporated juridical entities;
c. such other entities recognized by Law.