Terms & Conditions

These Terms and Conditions of Use agreed upon by and between SupplyFrame, Inc. (“we” or “us”), and Customer/user/Buyer/Supplier (“you”).

Please Read Carefully.

We operate a web site (the “Web Site”) powered by our proprietary RFQ technology, QuoteFX™, that allows registered buying entities (“Buyers”) to search for and solicit quotes and information regarding products and services from registered supplier entities (“Suppliers”). This Web Site is provided by us subject to these Terms and Conditions and all modifications thereto. By using this Web Site, you agree to follow and be bound by these Terms and Conditions.

Copyrights and Trademarks

All QuoteFX Web site content such as text, graphics, logos, button icons, images, audio clips and software, is the property of SupplyFrame or its content suppliers and is protected by U.S. and international copyright laws. The collection, arrangement and assembly of all copyrightable site content is the exclusive property of SupplyFrame and protected by U.S. and international copyright laws. The QuoteFX and SupplyFrame logos are either trademarks or registered trademarks of SupplyFrame. These trademarks may only be used when authorized by written license from SupplyFrame. All other product and brand names and logos are the property of their respective holders.

Posting RFQs.

If you post an RFQ (“Request for Quote”) or otherwise solicit bids on the Web Site, you have extended an offer to Suppliers to meet the requirements specified in the RFQ, including but not limited to price, payment terms, shipping terms, and payment methods. Once you post an RFQ to the Web Site:

• You are not obligated to purchase the items for which you have posted the RFQ;
• You may message or contact Suppliers about an RFQ you have posted prior to your selection of a Supplier to fulfill that RFQ, to clarify or otherwise to assist in the approval or quotation process;
• You may not use an alias to place false bids for your RFQ, or any other RFQ; and
• You will have the option at any time to extend an RFQ close date or re-activate a closed RFQ.

Buyer's Representations and Warranties.

As a Buyer, you represent and warrant that: (1) all information provided in an RFQ shall be accurate and complete and shall accurately represent your ability to accept the products or services as requested; (2) no RFQ or other information you provide on the Web Site shall be fraudulent, untruthful, or counterfeit; (3) you shall have the right and the authority to: (a) post the RFQ submitted including all information and drawings contained in, or attached to, the RFQ and (b) accept a quotation matching your stated criteria in an RFQ; (4) you are 18 years of age or older; and (5) the distribution of the RFQ to registered Suppliers in connection with any RFQ you post shall not cause us to violate any applicable law, statute, ordinance or regulation.

Your License to Use the Web Site.

We grant you a limited, non-exclusive license to only:

• view and download single copies of pages contained on the Web Site;
• post RFQs on the Web Site;
• use the Web Site's RFQ creation tools solely to create an RFQ for posting on the Web Site;
• In order to use the Web Site, you must: (1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (2) provide for access to the World Wide Web.

License to SupplyFrame.

By posting RFQs and otherwise participating in quotation activities or other services provided on the Web Site, you grant us the right to use any information or materials you post to the Web Site only in connection with RFQ activities. To the extent you place a privacy or security restriction on the information or materials you post, our use of that information or materials is limited accordingly. SupplyFrame will not publish or disseminate any data that identifies you, your company, any suppliers who respond to your posted RFQ’s, or the terms of any RFQ. When using the alternates feature, the company will automaically notify component manufacturers when items are added to the RFQ.

Fees.

In consideration for the use of the Web Site, you agree to pay us the fees set forth in the Quote/Order which you signed. All payments shall be made in U.S. dollars. All payments are non-refundable. All payments are due upon receipt of invoice. Any payments more than thirty (30) days overdue will bear a late payment fee of 1.5% per month, or, if lower, the maximum rate allowed by law. We reserve the right to suspend or terminate service to you, if payments are more than thirty (30) days overdue.

Customer Deposit

Deposits paid by customers in connection with the service will be held by SupplyFrame, Inc. throughout the term of the service provided. At such time that the service is terminated, the deposit will be credited towards the customer’s final month(s) of service. In the event that SupplyFrame, Inc. terminates service due to non-payment by customer, the deposit will be forfeited in its entirety. Forfeiture shall be in addition to all other remedies available to SupplyFrame, Inc., at law or in equity.

Information Posted on the Web Site

We do not endorse and are not responsible for any information posted or content contained on the Web Site. Except for RFQs, quotations, profile information which are maintained as private in accordance with our Privacy Policy, information you post to the Web Site is public, and we do not recommend posting private or proprietary information (other than RFQs, bids and profile information) to the Web Site. You are solely responsible for information which you post on the Web Site, including but not limited to any posting or listing in any public message area, through any e-mail feature, or through any document upload feature. Your information must not: (a) infringe any third-party's rights, including, without limitation, intellectual property rights such as trademark, servicemark, copyright, and patent rights, as well as any publicity rights or privacy rights; (b) be defamatory, slanderous or libelous, threatening or harassing; (c) be obscene, indecent or contain pornography; (d) be false, inaccurate or misleading; (e) be fraudulent or involve the sale or solicitation of counterfeit or stolen goods; or (f) otherwise create any liability on our behalf. We reserve the right to take any action with respect to information posted on the Web Site that we deem appropriate in our sole discretion, including but not limited to termination of your rights of use. However, we do not regularly monitor and cannot, nor do we try to, control the information provided by users or content providers which is made available through our system. Other people's information may be offensive, harmful, inaccurate, mislabeled or deceptively labeled. We expect that you will use caution and common sense when using our Web Site.

System Integrity

You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the proper working of the Web Site or any bid being conducted on our Web Site or to surreptitiously intercept or expropriate any system, data or personal information from the Web Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass e-mailing techniques.

Use of Bots and Other Electronic Agents

You agree that you will not use any robot, bot, spider, or other automatic or manual device or process to monitor or copy any pages on the Web Site.

Registration Identification and Passwords

Your Web Site registration identification and password are confidential and proprietary and you may not disclose your registration identification or password to or share them with any third parties, or otherwise use registration identification or password for any unauthorized purpose.

Links to and from Third-Party Web Sites

The Web Site may contain links to third-party Web Sites not under our control or operation. We provide links only as a convenience, and we do not endorse nor are we responsible for the contents of any linked Web Site or any Web Site linked to or from a linked Web Site.

Privacy Policy.

All personally identifiable information collected through the Web Site will be handled in accordance with our Privacy Policy which is incorporated by reference into these Terms and Conditions.

Disclaimer of Warranties.

THIS WEB SITE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, SUPPLYFRAME AND ITS AFFILIATES, SUBSIDIARIES, AGENTS, SUPPLIERS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICERS, AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, INTEGRATION, APPROPRIATENESS, RELIABILITY, COMPLETENESS OR TIMELINESS, USEFULNESS, ARISING FROM TRADE USAGE OR COURSE OF DEALING OR COURSE OF PERFORMANCE, OR OTHERWISE OF THE WEB SITE AND THE WEB SITE CONTENT THEREON; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, QUIET ENJOYMENT, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE WEB SITE WILL BE SECURE, UNINTERRUPTED, NOT DELAYED OR SUSPENDED, UNCHANGED OR ERROR FREE.

Limitation of Liability

IN NO EVENT WILL SUPPLYFRAME, OR ITS AFFILIATES, SUBSIDIARIES, AGENTS, SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR SHAREHOLDERS BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF USE, TRANSACTION LOSSES, LOSS OF A CHANCE, OPPORTUNITY COSTS, COSTS OF PROCURING SUBSTITUTE GOODS, AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEB SITE, EVEN IF SUPPLYFRAME OR ITS REGISTERED AGENT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION.

Indemnification

By using the Web Site, you agree to defend, indemnify and hold us, and our affiliates, subsidiaries, agents, suppliers and their respective employees, contractors, directors, officers, and shareholders harmless from any and all claims, demands, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Web Site, any violation of these Terms and Conditions by you, or any of your content posted on or through the Web Site. We reserve the right to report any wrongdoing by you, if we become aware of it, to the applicable government authorities.

Copyright Infringement

If you believe that any content on the Web Site has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our us at info@quotefx.net.

Term and Termination

These Terms and Conditions shall be in effect on a month to month basis unless otherwise specified on an exhibit to these Terms and Conditions. At the end of the term, the Terms and Conditions will automatically renew on a month-to-month basis provided you are current in all of the associated fees. Upon termination, other than for breach, your data will be returned to you.

We may terminate your use, your postings and any of your current RFQs immediately if you breach any of these Terms and Conditions, or if we are unable to verify or authenticate any information you provide to us. You may terminate these Terms and Conditions upon thirty (30) days written notice by sending us a notice to info@quotefx.net.

Applicable Laws/Jurisdiction

We control and operate this Web Site from our offices in the United States of America. Persons who choose to access this Web Site from other locations do so on their own initiative. You are responsible for compliance with all statutes, rules, regulations and policies of all applicable worldwide jurisdictions and the instrumentalities and political subdivisions thereof.

You are responsible for paying all applicable fees and taxes you incur to bid or buy products and services or access our servers. You acknowledge that we have an express policy of complying with all applicable laws, including but not limited to United States antitrust laws, and that the operation of the Web Site is not intended to facilitate collusion or other illegal agreements among competitors. To further that end, you represent and warrant to us that you do not intend to use the Web Site to violate the antitrust laws and will not knowingly act as a conduit or intermediary for price-fixing or any other anti-competitive activities.

The laws of the state of California, excluding its conflicts-of-law rules, shall govern these Terms and Conditions and Users use of the Web Site. You agree that any claim or dispute with us or relating in any way to the use of the Web Site shall be commenced and heard in the courts of the State of California, County of Santa Clara, and you agree and expressly consents to the exercise of personal jurisdiction in the courts of the State of California, in connection with any such dispute. Any claim arising out of or relating to these Terms and Conditions shall be brought within two (2) years of the date on which the claim arose (which may not be deemed earlier than the date the party bringing the claim knew, or should reasonably have known, that such cause of action had arisen), or such claim shall be waived and forever barred.

Release from Liability

The Web Site is only a venue for quoting and we are not involved in the actual transaction between Buyers and Suppliers. As a result, we have no control over the quality, safety or legality of the items offered the truth or accuracy of the quotes, or the ability of the Sellers to sell items. We cannot and do not control whether or not the users will complete the sale of items offered for sale. Because authentication on the Internet is difficult, we cannot and do not confirm that each user is who the user claims to be. Because we cannot be involved in user-to-user dealings, in the event that You have a dispute with one or more users, You releases us (and our shareholders, officers, directors, agents and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. For legal reasons, we cannot nor do we try to control the information provided by other users that is made available through the Web Site. By its very nature, other people’s information may be harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled.

Changes to Terms of Use and Web Site.

We may change these Terms and Conditions from time to time and at any time, and without actual notice to you. All such changes to these Terms and Conditions will appear on the Web Site. We encourage you to check for changes to these Terms and Conditions regularly. By using the Web Site following any modifications to these Terms and Conditions, you agree to be bound by any such modifications to these Terms and Conditions. These Terms and Conditions were last revised on October 1, 2005. Unless explicitly stated otherwise, any new features that augment or enhance the current Web Site shall be subject to these Terms and Conditions.

General.

If any provision of these Terms and Conditions is held to be invalid or unenforceable, in whole or in part, such holding shall not affect the validity or enforceability of the other provisions of these Terms and Conditions, and any part of such provision not held invalid or unenforceable shall remain in effect. If such holding of invalidity or unenforceability is based on a measure of liability, performance or time set as a standard in the Terms and Conditions, such provision shall be replaced by a legally valid measure of liability, performance or time which is as close as possible to that originally specified. Our failure to act with respect to a breach of these Terms and Conditions by you does not constitute a waiver of its right to act with respect to subsequent or similar breaches.

These Terms and Conditions, the Privacy Policy, your signed Order/Quote, and any modifications thereto, constitute the entire agreement between the parties with regard to the Web Site and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these Terms and Conditions shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose. By signing your Order/Quote you acknowledge (a) that you have read and understood these Terms and Conditions; and (b) that these Terms and Conditions have the same force and effect as a signed agreement.