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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
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.
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:
Your exercise of this limited license is subject to and conditioned on these Terms and Conditions. This license terminates if you breach any term of these Terms and Conditions.
You shall not copy, sell, rent, lease, license, sublicense, grant any rights in, transfer, distribute, time-share or
otherwise assign to any third party any portion of the Web
Site or rights in licenses thereto, or use any portion of
the Web Site to operate a time sharing service, service
bureau or perform services for third parties. You may not
transfer or assign this license to any other party. We are
the owner or licensee of all rights in the Web Site, its
content, software, and services. We are not granting you
any right or license to the Web Site, its content, software,
or services besides any right explicitly stated in these
Terms and Conditions. Ownership of all rights in those materials
shall remain with us or our licensors.
- 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.
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.
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
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
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.
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
Use of Bots and Other Electronic
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
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
Links to and from Third-Party
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.
identifiable information collected through the Web Site will
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.
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.
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 email@example.com.
Term and Termination
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 firstname.lastname@example.org.
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.
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.
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.