Digital Sourcing Platform Terms and Conditions
Issued on: May 31, 2023 | Last modified: May 31, 2023
1. INTRODUCTION
Please read the Terms and Conditions (Terms) carefully before using the Material Exchange Digital Sourcing Platform (DSP).
The DSP is a business-to-business platform with a focus on the fashion industry. It serves as a unified space for fabric suppliers, sales executives, and fashion brands to streamline their sourcing activities. The platform offers a comprehensive set of apps and features that enable users to create, manage, and personalize their product offerings. Additionally, it facilitates sales through both internal and external sales executives within the platform’s sales network.
The DSP encompasses various services designed to cater to the needs of its users. These services include, but are not limited to, sourcing services, scanning services, sample ordering, and marketing services. Collectively, any such service or services provided by ME are referred to as the Services in these Terms.
Material Exchange Ventures AB (ME) with its principal place of business at c/o Epicenter Stockholm, MästerSamuelsgatan 36,111 57 Stockholm, Sweden owns and operates DSP.
Each time you use or access the DSP you signify your assent to these Terms. These Terms represent the standard form contract entered between ME and each person interacting with the DSP (User). If you do not agree to all these Terms, you may not use the DSP. Your usage of certain products or/and services may require you to agree to additional Terms and Conditions, or enter into separate agreements with us or applicable partners, suppliers or other users. If you are accepting these terms and using DSP on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. The User guarantees that the person who accepts the Terms on behalf of the User is authorized to accept these Terms. Otherwise, in the case of fraudulent treatment with the DSP Account, ME may claim adequate indemnification from the User. DSP is only available to Users who act in execution of their commercial or independent business activity.
The Terms are effective as of the “Last Modified” date above. ME may change these Terms at any time, with or without notice to you, by posting an updated version to the DSP (all legal documents, including these Terms are stored on our website www.material-exchange.com/legal and links are available at the DSP) and by posting notification on changes. It is your responsibility to check this Terms periodically for changes. If any modification to the Terms is unacceptable to you, you must immediately stop accessing or using the DSP. YOUR CONTINUED ACCESS OR USE OF THE DSP FOLLOWING ANY MODIFICATION TO THE TERMS SHALL BE CONCLUSIVELY DEEMED AS ACCEPTANCE OF SUCH MODIFICATION(S). ME may terminate these Terms and your access to all or any part of DSP at any time and for any reason without prior notice or liability and in ME’s sole discretion.
The terms below govern your use of the DSP and items provided or offered thereon. If you order or request additional services, additional terms apply to the purchase and to the use of those services. Terms and conditions deviating from these Terms and conditions shall only apply if these are confirmed by ME or its subsidiary or affiliate in writing.
Age Restrictions: You must be at least the age of majority in the country where you live when using DSP.
2. KEY DEFINITIONS
For the sake of transparency and clarity of these Terms, some of the key definitions are mentioned within this whereas others definitions are mentioned through the Terms. In these Terms, words in the singular include the plural and vice versa.
Capitalized terms not otherwise defined in these Terms will have the following meaning:
Brand/Buyer is a professional representing the buying side of the industry with a strong inclination towards sourcing materials.
Brand/Buyer App is an invite-only platform accessed by Brands/Buyers, enabling them to source materials more efficiently. Brands/Buyers can access the showrooms which includes all relevant information of the Products.
Bulk Inquiry is an action performed by a Brand/Buyer (via the Brand/Buyer App) or/ and a Sales Representative (via the Sales App) to confirm or negotiate the price and quantity of one or more Products, facilitating a bulk order.
Bulk Order refers to a substantial purchase order placed by a Brand/Buyer for a specific Product or range of products. These orders are for commercial use and are of significant scale, distinguishing them from smaller sample requests.
Certificates are uploaded files, indicating that the associated Products has undergone a qualification test or evaluation and meets specific criteria outlined in contracts, regulations, or specifications. It’s important to note that ME (the platform) cannot verify the accuracy of the statements made in certificates. It is the responsibility of each User to verify the validity of any certificates presented by other Users.
Digital Profile feature enables Suppliers within the DSP to present information about their company and offerings in a structured and captivating “presentation” format directly within the platform.
Digital Scanning Services provide accurate physical appearance and measurements of materials before they are created and uploaded to the DSP.
Digital Sourcing Platform (DSP) consists of three distinct applications: the Supplier App, the Sales App, and the Brand/Buyer App. Each App is specifically designed to meet the unique requirements of its respective users. The Supplier App caters to Suppliers, providing them with the capability to create and share digital products, thereby boosting sales. It enables Suppliers to present their offerings in a digital format, facilitating sales growth and customer engagement. The Sales App is tailored for Sales Representatives, empowering them to efficiently manage the connection between buyers, brands, and suppliers. This App serves as a valuable tool for Sales Representatives to facilitate seamless communication and collaboration, ensuring smooth transactions and satisfied stakeholders. On the other hand, the Brand/Buyer App is exclusively reserved for Brand/Buyer, who play a crucial role on the purchasing side of the industry, to access a wide range of Products and engage with suppliers in a streamlined manner. By providing this comprehensive suite of applications, the DSP delivers a customized and efficient experience to its users, ultimately enhancing overall productivity and effectiveness.
Help Center serves as a central resource for Users to find assistance and support related to the platform’s features, functionalities, and any other queries they may have.
Material Detailed View feature offers Users a comprehensive and detailed overview of the Products. Users can access the gallery section, which includes a material preview, options to view and download the products, material, pricing details (if applicable), and information about the material type. Additionally, Users are presented with any available general information about each material.
Material Management System (MMS) is a function that enables suppliers to manage their digital asset library efficiently. The MMS function allows suppliers to organize and manage their digital assets effectively, streamlining the process of accessing and sharing their Products.
Product refers to digital materials or garments that are uploaded/created by users on the Supplier App. These Products can be shared by Sales Representativess through Showrooms to Brand/Buyer.
Sales Representative is an individual who promotes, markets, represents, and sells Products on behalf of a Supplier to Brand/Buyer.
Sales App is a dedicated platform that allows Sales Representatives to access detailed Product information from their represented Suppliers and promote, market, and sell their Products.
Sample Request is an action performed by a Brand/Buyer (via the Brand/Buyer App) or a Sales representative (via the Sales App) to request a sample from Suppliers. This feature also assists users in managing and tracking the status of requested samples.
Services are different services provided on the DSP designed to cater to the needs of its Users. These services include, but are not limited to, sourcing services, digital scanning services, sample request, and marketing services
Showroom (Digital Showroom) is a key feature within the DSP that enables Sales representatives to share various Products from a Supplier’s portfolio and invite Brands/Buyers to access them through the Brand/Buyer App.
Supplier is a business that seeks to promote, market, sell, and digitize its Products. Suppliers use the Supplier App to create, edit, and update their Products, materials, attributes, images, etc. The Suppliers are represented by a Sales representative and may also use the MMS function within the DSP as a tool to manage their digital product library internally.
Supplier App is a dedicated platform for Suppliers to create and manage their digital Product library.
Transaction data refers to the information captured within the DSP during User transactions. This data may include, but is not limited to, details about the other User involved in the transaction, estimated delivery dates, materials involved, material prices, order quantities, estimated shipping dates, shipping information, contract numbers, contract dates, contract prices, unit prices, estimated commission amounts, payment details, order references, warehouse/storage data, and any relevant notes associated with the transaction.
3. DATA PROTECTION
The DSP may request personal data from you – which of some are mandatory in order to use the DSP while other you are free to deny. Please review our Data Protection Notice, which governs the processing of personal data on the DSP, and to which Users acknowledge to be informed in order to use the DSP. ME’s Data Protection Notice describes the measures taken by ME to ensure that your data is secure.
4. REGISTRATION
Registration on the DSP is by invite only.
Sales Representatives have the ability to invite Brands/buyers and other Sales reps to join the platform. Brand/buyers can invite additional Brands/buyers users to join. Similarly, Suppliers have the option to invite other Supplier users.
Brands/buyers receive invitations through designated Showroom invites, while Supplier users and Sales Representative users are directly invited via email. Supplier admin users and Sales admin users are directly invited via email within the backoffice system managed by the ME team. Once a User receives an invitation to register on the DSP, they follow a series of steps to complete the registration process within the platform. For registration for the user account on the DSP it is necessary to provide certain information like first name, last name, company name, password, company/business e-mail address, and phone number.
User must be legally competent to enter into contracts to be registered. You may not have a screen name that is vulgar, attempts to impersonate another person or violates the rights of others, including the intellectual property rights of any person or entity. ME also may reject any screen name that ME determines at its discretion is unacceptable for use on the DSP. The information you provide during registration must be accurate and complete, and you agree not to register under the name of another person or otherwise impersonate any other person, including any user, moderator, public figure, or ME employee. You must provide accurate information of your company/organization. If, after investigation, ME has reasonable grounds to suspect that your information is untrue, inaccurate, not current, or incomplete, ME may suspend or terminate your account and prohibit your future use of the DSP. ME explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section by giving false, untrue or inaccurate information regarding your identity, company/organization or any relevant information for using DSP. ME is not responsible and cannot be held liable for checking the information provided by User during the registration process. You may not transfer or dispose your account(s) to any other company, organization, individual or anyone else or to other company users without our prior written permission. It is absolutely forbidden to give access (give User account) to other company employees without our prior written permission. You may never use another’s account without permission. It is your sole responsibility to (i) control the dissemination and use of passwords or any other access tools or credentials; (ii) authorize, monitor, and control access to and use of your company account and password; (iii) immediately notify ME of any unauthorized use of your password or account or any other breach of security; and (iii) promptly inform your company of any need to deactivate a password. You grant ME and all other persons or entities involved in the operation of the DSP the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the DSP. The ME cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using the DSP, ME tools and you must notify ME immediately of any breach of security or unauthorized use of your User account. Although ME will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of your company or others due to such unauthorized use. ME will not be liable for any loss or damage arising from your failure to comply with this Section.
DSP provides Users with the possibility to add additional subaccounts (user roles) under their company accounts, in order to enable the use of DSP by its staff.
All logins are individualised and may only be used by the respective authorised User. The User is also responsible for the confidentiality of subaccounts (e.g. its employees’ log-ins) and shall instruct its personnel accordingly.
While most actions on the DSP are available only to registered Users, non-registered User may freely browse the Showroom if it receives the invite. However, in order to get more info on the invited Showroom, the User must be registered with the DSP.
5. SOURCING/BULK INQUIRY AND ORDER
Brands/Buyers or Sales Representatives are eligible via DSP to request to confirm or negotiate the price and the quantity of a (or many) Product(s) of designated Supplier in order to proceed with a Bulk Order. DSP provides this function as a first step in executing Bulk Order. Upon selecting Bulk Inquiry for designated Product, entire communication and realisation of Bulk Order is performed out of DSP in their own communication between Brand/Buyers, Sales Representatives and Supplier. Bulk Order cannot be executed via DSP. However, the DSP is recording Transaction Data.
ME shall not be held responsible for any contractual relationship or damage occurred between the Users regarding Bulk Inquiry, ordering and delivery of the Bulk Order. ME shall not be held liable especially regarding applicable consumer protection rights which may arise from Bulk Inquiry/Bulk Order. ME acts only in the capacity of provider of to legal persons and shall not be deemed to provide to natural persons which can be treated by any applicable laws as consumers.
6. SERVICES
a. DIGITAL SCANNING SERVICE
The Users of DSP are eligible via DSP to initiate or request Digital Scanning Service. The Digital Scanning Service is provided by the digitalisation team of ME based on the separate agreement between the parties. Upon agreement between the parties the User can send its Products to one of ME’s scanning hubs or partner alliances. The User is responsible for the shipment, customs (if applicable), fees and any other related costs. The digital content will be delivered/uploaded through the DSP.
Once an agreement is reached between the parties, the User has the option to send their products to one of ME’s scanning hubs or partner alliances. It is the User’s responsibility to manage the shipment, handle any applicable customs procedures, cover associated fees, and take care of any other related costs. The digital Product/Content will be delivered or uploaded through the DSP, ensuring a seamless and convenient process for the Users.
The Digital Scanning Service is provided free of charge for registered Suppliers who are represented by ME and for Sales Representatives associated with ME. However, non-registered users will be charged for utilizing the Digital Scanning Services.
For further details and inquiries about the scanning services, please reach out to scanning@material-exchange.com.
b. SAMPLE REQUEST
While using the DSP, Users have the option to request physical samples of Products. These samples can be distributed to Users either by ME or directly by the Supplier. It’s important to note that all costs associated with shipping the samples are the responsibility of the shipper, whether it is ME or the Supplier.
ME shall not be held accountable for any contractual relationships or damages that may occur between the User and Supplier regarding the ordering and delivery of the physical samples, specifically if the Supplier is responsible for shipping the samples. Additionally, ME shall not be held liable for any potential consumer protection rights that may arise from ordering samples. ME’s role is solely as a provider of services to legal entities and should not be treated as a provider to natural persons, as governed by applicable laws.
7. LICENSE AND ACCESS
Subject to your compliance with these Terms and your payment of any applicable fees, ME hereby grants to User, limited, non-exclusive non-transferable, non-sublicensable license to access the DSP, during the duration of these Terms, to access and use the DSP. Upon termination of these Terms, the rights granted hereunder will automatically terminate, and the User may not continue to use the DSP.
ME will make reasonable efforts to ensure that the DSP is available twenty-four hours a day, seven days a week. However, there will be circumstances when they will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by ME to minimize such disruption where it is within ME’s reasonable control. ME retains the right to create limits on use and storage with respect to the DSP in its sole discretion at any time with or without notice. Users also certifies that she/he is legally permitted/authorized by the legal entity she/he represents to use the DSP. Users shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to and use the DSP, including, without limitation, modems, hardware, software, and long distance or local telephone service. Users shall be responsible for ensuring that such equipment or ancillary services are compatible with the DSP.
ME is committed to making the DSP accessible to people with disabilities, as required by applicable law. If you desire to receive information on the DSP in a different format that is more accessible to you, please contact ME and ME will make all reasonable efforts to accommodate your request.
8. USER HELP
The User can access Help with Business Messenger Chat, Help Center (Knowledge Base), Legal, About Material Exchange, and Product Tours.
9. IN-APP NOTIFICATIONS
In-app notifications may include: banners, pop ups and product tours notifying about new changes or updates. Notification bell indicates the activity done in the system by Suppliers, Brands/Buyers and Sales Representatives.
10. SUPPORT
Support is available for the Users via e-mail at support@material-exchange.com There are 3 levels of support:
a) Level I support means to help for the User with simple problems, such as password reset or general “how to” questions. Level I support requests may be responded to within 12 hours.
b) Level II support means to help with more complex problems than for Level I support, such as issues dealing with advanced features of the DSP. Level II support requests may be responded to within (2) business days hours and may involve secure access to the User’s account in ME’s hosted environment.
c) Level III support means issues, questions, and requests involving possible product bugs or failures. Level III support requests can be responded to within two (2) business days and may involve secure access to User’s account in ME’s hosted environment.
Any additional or dedicated support resources may be provided and will be subject to negotiation under a separate statement of work.
11. TERMINATION
You’re free to terminate use of the DSP at any time by contacting us at support@material-exchange.com. Please refer to our Data Protection Notice, to understand how we treat information you provide to us after you have stopped using the DSP and how you are able to delete your personal data (and account).
ME is also free to terminate (or suspend access to) your use of the or your account for any reason in our discretion, including your breach of these Terms. ME has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will use reasonable efforts to provide you with notice of our termination of your access to the DSP, where, in ME sole discretion, failure to do so would materially prejudice you. You agree that ME will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the DSP.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, releases, disclaimers of warranties, any terms regarding ownership or intellectual property rights, choices of law and judicial forum, and terms regarding disputes between us.
12. ACCESS AND MONITORING
ME and its subcontractors may access User’s account and Content as necessary to identify or resolve technical problems or respond to complaints about the DSP or as may be required by law. ME shall also have the right, but not the obligation, to monitor the DSP to determine User’s compliance with the Terms. Without limiting the foregoing and with two (2) days prior notice, ME shall have the right to remove any material submitted to the DSP that ME finds to be in violation of the provisions of these Terms.
13. CONTENT – SUBMISSIONS
User submitted material (whether submitted through registration, participation, public sharing, posting, uploading, linking, downloading and transferring, blogging, commenting, chatting, and/or bulletin board and forum participation) may include, but is not limited to description of materials, company information, profile pictures and photographs, banners, files, documents, scanned materials, videos or other content provided by Users and third parties, scanned material, graphics, art, software, code, data, text, video, scripts, codes, photos, audio, opinions, descriptions, messages, files, documents, designs, models, images, audio-visual works, musical compositions, sound recordings, your specific output generated by , postings, your and/or other persons’ names, likenesses, voices, screen names, profiles, actions, appearances, performance and/or other biographical information, Supplier Content or other materials on DSP. The User maintain ownership of and responsibility for the Content while using the DSP. ME does not claim ownership of any Content that you or other User’s post, upload, submit or otherwise provide to the DSP.
You are solely responsible for establishing the appropriate level of permissions (Visibility) to your Content.
In terms of DSP rights, permissions and licenses contained herein, you represent and warrant that you either own or have all the necessary intellectual property rights in the Content and that your Content is non-infringing on the patent, copyright, trademark or other intellectual property rights of others. Do not post, upload, submit or otherwise provide Content to DSP that is protected by the intellectual property rights of others, unless you own or have the necessary rights or licenses to do so. YOU, AND NOT ME, ARE LIABLE FOR ANY DAMAGES AND PENALTIES RESULTING FROM INFRINGEMENT OF COPYRIGHTS, PROPRIETARY RIGHTS, OR ANY OTHER HARM ARISING FROM SUCH SUBMITTING, POSTING, OR PROVIDING OF CONTENT.
ME reserves the right to remove any Content from the DSP, suspend or terminate User’s right to use the DSP in case of a breach of these Terms or pursue any other remedy or relief available to the ME and/or the DSP under law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if ME is concerned that user may have breached the immediately preceding sentence).
The User, in the capacity of Supplier, will upload materials (whether submitted through registration, participation, public sharing, posting, uploading, linking, downloading and transferring, blogging, commenting, chatting, and/or bulletin board and forum participation) which may include, but is not limited to description of materials, company information, profile pictures and photographs, banners, files, documents, scanned materials, videos or other content provided by Users and third parties, graphics, art, software, code, data, text, video, scripts, codes, photos, audio, opinions, descriptions, messages, files, documents, designs, models, images, audio-visual works, musical compositions, sound recordings, postings, persons’ names, likenesses, voices, screen names, profiles, actions, appearances, performance and/or other biographical information or other materials on DSP (Supplier Content). Supplier Content may include Exclusive Content. The User in the capacity of Supplier is solely responsible to establish the appropriate level of permissions (visibility) and configuration to protect Exclusive Content. The User in the capacity of Supplier must follow the Supplier Manual which includes instructions for preparing and uploading materials (images and attributes) into the DSP and organizing materials inside of collections. If you, as a Supplier, share public Content or Exclusive Content, then you grant to other Users the license to view, download, modify and to use the Content for their own purposes.
You represent and warrant that you either own or have all the necessary intellectual property rights in the Content and that your Content is non-infringing on the patent, copyright, trademark or other intellectual property rights of others. Do not post, upload, submit or otherwise provide Content to DSP that is protected by the intellectual property rights of others, unless you own or have the necessary rights or licenses to do so.
Any information or Content publicly posted or privately transmitted through the DSP is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and ME is not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the. We can’t guarantee the identity of any Users with whom you interact in using the and are not responsible for which Users gain access to the.
14. TRANSACTION DATA
User transaction data captured via DSP may include, but is not limited to other User in transaction, (estimate) delivery date, material, price of material, order quantity, (estimate) shipping date, shipping data, contract number, date of contract, contract price, unit price, (estimate) commission amount, payment details, order reference, warehouse (storage) data, any relevant note etc. The User maintains ownership of the Transaction Data.
15. ME’S AND USER’S RIGHTS TO USER CONTENT AND TRANSACTION DATA
ME and Users may use other User (i) Content submitted to DSP and (ii) Transaction data captured via DSP:
If you do post or submit User Content, and unless we indicate otherwise, you grant ME a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, analise, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such user content throughout the world in any media. You grant ME and sub licensees the right to use the name that you submit in connection with such User Content, if they choose.
You agree that such User Content license includes the right for ME to provide, promote, and improve the DSP, including but not limited to resolving disputes amongst users, and to make the User Content submitted to or through the Website and/or DSP available to other companies, organizations or individuals who partner with MEV for the syndication, broadcast, distribution or publication of such User Content on other media and services, subject to our Terms and Conditions for such content use.
You grant ME a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, analyse, reproduce, translate, create derivative works from and distribute, Transaction data for the purpose of improving the service, DSP and entire experience (track delays, missing information, problems in communication etc.).
You grant Sales Representatives a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, analyse, reproduce, translate, create derivative works from and distribute, Transaction data for the purpose of improving their service (track delays, missing information, problems in communication etc.).
Such additional uses by ME, or other companies, organizations or individuals who partner with MEV, may be made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through the MEV services.
ME and Users may modify or adapt your User Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your User Content as are necessary to conform and adapt that content to any requirements or limitations of any networks, devices, services or media.
ME reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any User Content through the ME services, to suspend or terminate users, and to reclaim accounts.
ME also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
i) satisfy any applicable law, regulation, legal process or governmental request;
ii) enforce the Terms, including investigation of potential violations hereof;
iii) detect, prevent, or otherwise address fraud, security or technical issues;
iv) respond to user support requests;
v) improve the DSP and transactions on it;
vi) protect the rights, property or safety of ME, its users and the public.
16. OPERATION – FILE UPLOADING / DOWNLOADING
ME will make reasonable efforts to keep the server operational at all times, but ME does not guarantee that the server will be available for use at any particular time. There may be service interruptions due to hardware or software failures, periodic maintenance procedures, or other factors. Where service interruptions can be anticipated, ME will make reasonable efforts to post warnings on the DSP. You are responsible to keep your content protected.
17. FILE UPLOADING
By uploading Content to the DSP, you warrant that you are not uploading viruses, worms, Trojan horses or other malicious, illegal, or unlawful code which is designed to interrupt, destroy, or limit the functionality of any software or hardware.
You may upload any file type to DSP to participate in particular discussion areas. You may not use DSP to upload copyrighted material for which you are not the copyright owner or which you do not have appropriate permissions to reproduce. You also should not upload Content that do not clearly relate to the ongoing discussions in DSP. You are responsible for securing permissions to post any copyrighted material.
18. FILE DOWNLOADING
ME is not responsible for the contents of any files present on DSP (except for ME’s Digital scanning services and file postings by ME). ME has not formally tested these files and therefore cannot make any representations regarding their quality, safety or suitability. In particular, ME will not support the use of any particular file downloaded from DSP. All files downloaded from DSP are used entirely at the risk of those Users. In particular, ME does not certify that any executable (EXE) file present in DSP is safe to run on any computer system. There are inherent dangers in the use of any software found on the Internet, and ME cautions you to make sure that you completely understand the risk before retrieving any software on the Internet. Users should take standard precautions when downloading and using any files from DSP, including checking files for the presence of any viruses.
19. INTERACTIONS BETWEEN DIFFERENT SUBJECTS ON THE DSP
The DSP is open to all points of view on the intended business-related topics, and ME is committed to maintaining a comfortable environment for all visitors. ME encourages participation as exchanges of information, perspectives and ideas provide important benefits to all participants. As a participant you must interact with other Users respectfully, as you would in any public or professional arena. If you disagree with the statements of another User, it is acceptable to engage in polite, mature debate. Name-calling, personal attacks, harassment, and other aggressive postings or behavior are not permitted.
Your interactions with organizations and/or individuals found on or through the DSP, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ME shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this DSP, or between Users and any third party, you agree that ME is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release ME, its directors, officers, employees, contractors, advisors, agents, and successors from loss, expenses, claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.
ME has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party services or by any third party that you interact with through the DSP. In addition, ME will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the DSP and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the DSP, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
20. DISCLAIMER OF WARRANTY
YOU EXPRESSLY AGREE THAT YOUR ACCESS OR USE OF DSP IS AT YOUR SOLE RISK. NEITHER ME, ITS EMPLOYEES, AFFILIATES, AGENTS, LICENSEES, LICENSORS, NOR THE LIKE WARRANT THAT DSP WILL BE UNINTERRUPTED OR ERROR FREE. NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS OR USE OF DSP, OR AS TO THE QUALITY, ACCURACY, OR RELIABILITY OF ANY CONTENT OR OTHER MATERIAL PROVIDED THROUGH DSP. DSP IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ME, ITS EMPLOYEES, AGENTS, LICENSEES, LICENSORS, OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.
21. LIMITATION OF LIABILITY AND INDEMNITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ME, ITS REPRESENTATIVES AND ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING DSP, SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT, DAMAGES (INCLUDING DAMAGES: THAT RESULT FROM RELIANCE BY YOU ON ANY CONTENT OR OTHER MATERIAL OBTAINED ON DSP, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF CONTENT, FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE; OR (ii) RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY, THEFT OF DATA, LOSS OF PROFITS OR INVESTMENT, ACCOUNTING POSITIONS TAKEN BY YOU, OR THE LIKE; WHETHER OR DUE TO ACTS OF GOD, COMMUNICATIONS FAILURE, DESTRUCTION OR UNAUTHORIZED ACCESS TO ME’S RECORDS, PROGRAMS, OR SERVICES, or OTHERWISE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT. THESE LIMITATIONS MAKE IT POSSIBLE FOR ME TO PROVIDE DSP TO YOU. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, SERVICES, OR OTHER MATERIAL AVAILABLE THROUGH DSP.
You agree to defend, indemnify, and hold harmless ME, its officers, directors, employees, affiliates, agents, licensees, licensors, or the like from any losses, damages, liabilities, claims and expenses (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions), related to any claim arising out of any breach by you of this Terms or arising in connection with your placement, posting, submission, or transmission of any Content on or to the DSP. You shall use your best efforts to cooperate with us in the defence of any such claim.
ME, at its own expense, will defend any action brought against the User based on a claim that the DSP infringe a third-party patent, copyright or trademark and, at its option, will settle any such action or will pay any final judgment awarded against the User, provided that:
a) ME shall be notified promptly in writing by the User of any notice of any such claim;
b) ME shall have the sole control of the defence of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and
c) the User shall cooperate fully at ME’s expense with ME in the defense, settlement or compromise of such claim. If a claim described in this section occurs or, in ME’s opinion, may occur, ME may terminate the ME Services and grant the User a credit equal to the unused, prepaid subscription fees paid for the applicable terminated portion of the DSP.
This section states ME’s sole and exclusive liability, and ME’s sole remedy, for any and all claims relating to infringement of any intellectual property rights.
22. OWNERSHIP AND CONFIDENTIALITY
Ownership of the DSP, any related documentation, copies, modifications and derivatives of the foregoing or documentation (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of ME.
ME hereby reserves all rights in and to the DSP not expressly granted in these Terms. Nothing in these Terms shall limit in any way ME’s right to develop, use, license, create derivative works of, or otherwise exploit the DSP or to permit third parties to do so.
The User shall not and shall not attempt to:
a) modify, reverse engineer, translate, disassemble, or decompile the DSP, or cause or permit others to do so or derive its algorithms from its use;
b) create derivative works of the DSP;
c) authorize or permit a third party to access the DSP using User’s issued logins or passwords. All non-public information regarding the DSP and its performance, including any analyses and benchmarking that the User may perform, shall be deemed the confidential information of ME and User shall not disclose to any third party or use for any purpose other than exercising its rights hereunder;
d) access the DSP in order to:
e) build a competitive product or service; or
f) copy any ideas, features, functions, or graphics of the DSP; and
g) remove any title, trademark, copyright, and/or restricted rights notices or labels from the DSP.
Violation of any provision of this section shall be the basis for immediate termination of these Terms and your account by ME.
The terms of this section shall survive the termination of these Terms.
23. APPLICABLE LAW AND JURISDICTION
The PSD is operated and administered from Sweden. By accepting this Terms, you agree that the substantive laws of the Sweden (conflict of law’s provisions excluded) shall apply to all matters arising or in connection with your use of the DSP. Any dispute, controversy or claim (“Dispute”) arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, shall first be faithfully negotiated by the Parties to settle it amicably.
In the event no resolution or settlement can be achieved as set forth in Section within 30 days of notice of the Dispute, such Dispute shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one (1) or three (3) arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration section will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other party.
24. MISCELLANEOUS
This Terms supersedes all prior written or oral agreements and understandings between you and ME concerning DSP, and the subject matter herein. In the event any provision of this Terms is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any and all other provisions of the Terms. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of that right in any other circumstances or a waiver of any further rights.
25. USE OF THE DSP
In your use of the DSP, you agree to act responsibly in a manner demonstrating the exercise of good judgment and in compliance with these Terms. For example and without limitation, you agree not to (i) use the DSP for any purpose in violation of local, state, national, or international laws; (ii) insert your own or a third party’s advertising, branding, or other promotional content into any of the Content or use, redistribute, republish, copy, or exploit the Content in any way or for any further commercial or promotional purposes; (iii) infringe or violate the rights of any third party, including without limitation, intellectual property, privacy, publicity, or contractual rights; (iv) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses, or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the DSP or the services offered on or through the DSP, including without limitation any information residing on any server or database connected to the DSP; (v) interfere with, interrupt, damage, disable, overburden, or impair the DSP, the Content, or the services made available on or through the DSP, including, without limitation, through the use of viruses, cancelbots, Trojan horses, harmful code, ping floods, denial of service attacks, packet or IP spoofing, forged routing, or electronic mail address information or similar methods or technology; (vi) attempt to gain unauthorized access to any portion of the DSP or other computer systems through the DSP; (vii) misrepresent your relationship with, or impersonate, any other person or entity; (viii) link any other service or website to the DSP; or (ix) assist any third party in doing any of the foregoing.
You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the DSP, or any Content thereof, or make any unauthorized use thereof. You agree that you shall not use the DSP in any manner that could damage, disable, overburden, or impair the DSP or interfere with any other party’s use and enjoyment of the DSP. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the DSP.
With respect to your use of the DSP, you acknowledge and agree we may monitor and retain all communications by you and that we may disclose information we have about you to comply with applicable laws and regulations, or should we investigate your use or any complaint about your use, including without limitation any legal action related to such use. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to ME, for which monetary damages would be inadequate, and you consent to ME obtaining any injunctive or equitable relief that ME deems necessary or appropriate in such circumstances.
These remedies are in addition to any other remedies ME may have at law. Further, if we do take any legal action against you as a result of your violation of these Terms, you agree ME will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to ME.
The following Content and conduct are not allowed in DSP and are cause for account suspension or termination without explanation or prior notice:
- You agree not to engage in, promote, or advocate any illegal activity or fraudulent schemes of any kind – including, but not limited to, money laundering, tax evasion, securities fraud, and pyramid or multi-level marketing schemes – through your postings or other use of DSP.
- Do not submit Content that you know is false, inaccurate, libellous, or otherwise misleading in any way, and do not mislead ME or others regarding the origin of posted Content.
- Do not submit Content that contains any computer viruses, worms, or other potentially damaging computer programs or files
- You must not intentionally impersonate or misrepresent your business or qualifications.
- Do not post or transmit Content you do not have the right to post or transmit under law (such as copyright, trade secret or securities) or due to your personal contractual or fiduciary relationships.
- Do not post Content that violates any applicable law or regulation, including, without limitation, the rules and regulations of the national or other securities exchanges, (especially and including the rule against making false or misleading statements to manipulate the price of any security).
- You may not use DSP in any manner that could damage, disable, overburden, or impair ME servers or networks, or interfere with any other user’s use and enjoyment of DSP.
- You may not attempt to gain unauthorized access to any services, screen names, computer systems or networks, through hacking, password mining or any other means. Indecent, profane, sexually explicit, obscene, or pornographic material of any kind – including masked profanity where symbols, initials, intentional misspellings, or other characters are used to suggest profane language – is prohibited. Threats, personal attacks, abusive, defamatory, derogatory, or inflammatory language, or stalking or harassment of any individual, entity or organization is prohibited.
- Discriminatory or hateful speech of any kind regarding age, gender, race, religion, nationality, sexual orientation, or disability is prohibited.
- You agree not to engage in any spamming or excessive posting, or submit Content that is disruptive, off topic, deliberately intended to have a negative impact on the Community or its users, or otherwise interfere with the ability of others to enjoy or comfortably use the Community.
Common Courtesy, Complaints and Etiquette
- Do not post any personal data or identifying information about another person, including addresses, email addresses, contact information, or phone numbers, and use care in posting your personal or identifying information.
- Maintain courtesy and follow good posting etiquette. Posting with ALL CAPS, HTML tags, or excessive typographic symbols may result in your post being removed.
- DSP should not be used to report a ME service issue. To get help with an issue, please visit our Technical Support site at www.material-exchange.com. Any posts complaining about an individual ME service issue are subject to removal.
- Do not engage in disruptive, antisocial or destructive acts, including “flaming,” “flooding,” “spamming,” “griefing” and “trolling,” as those terms are commonly understood.
The DSP is solely B2B marketplace platform, providing strictly to businesses and is not intended in any way to provide to natural persons which may be treated under the applicable laws as consumers even though ME cannot prevent them from viewing areas of the DSP that are made public or prevent them to register on the DSP. ME reserves the right to refuse service, terminate your account or your access to the DSP, and/or cancel orders in its sole discretion, including, without limitation, if the ME believes that User conduct violates applicable law or is harmful to the interests of the ME.
26. SOLICITATIONS AND PROMOTIONS AND OTHER COMMERCIAL USE
You agree not to post, or otherwise make available in DSP, any Content or Third party DSP, with the intent of harming the flow of information and/or participation in a DSP that is competitive with or which otherwise benefits competitors of ME, including but not limited to promoting competing sites that provide message boards, forums, chats, blogs, etc.
Posting unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or pyramid or multi-level marketing schemes, or using automated means, including spiders, robots, crawlers, data-mining tools, or other means to download data from DSP is prohibited.
Do not employ any type of bots for the use of scrolling, showing multiple screens, or other activities that might disrupt online communication.
Do not use DSP to send identical and irrelevant submissions to many different discussion groups, mailing lists or communities. You agree to not obtain email address of DSP members with the intent to contact members of this community directly to promote your business or services without express consent and approval of the members you are contacting.
27. COPYRIGHT AND INTELLECTUAL PROPERTY VIOLATIONS
Infringement on any party’s copyright, patent, trademark, trade secret, intellectual property or other proprietary rights, or right of publicity or privacy is prohibited and is the sole responsibility of the User.
By submitting any Content to DSP, you warrant and represent that you are the copyright owner of the Content or that the copyright owner of the Content has granted you permission to use such Content consistent with the manner and purpose of your use.
Using DSP to distribute unauthorized copies of copyrighted material, including photos, artwork, text, recordings, designs, computer programs, or derivative works of such programs is prohibited and subject to removal.
These Terms constitute the entire agreement between you and the ME with respect to the use of the DSP, and Content. Thank you for your cooperation. Questions or comments regarding the DSP should be submitted to support@material-exchange.com.