These terms and conditions (the 'Terms') govern your access to and use of the Supplier NavigatorTM (“Navigator”) websites and mobile applications ('Site'), if any, that link to or reference these Terms and the various content, features, and services offered on and in connection with the Site are owned and operated by The Foundation for Strategic Sourcing, Inc. (“F4SS”), a Colorado corporation headquartered in Denver, Colorado. By accessing or using the Site, you are agreeing to these Terms and concluding a legally binding contract with F4SS.
'You' and 'your' refer to you, as a user of the Site. A 'user' is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. 'We,' 'us,' and 'our' refer to F4SS.
'Content' means text, images, photos, audio, video, location data, and all other forms of data or communication. 'Your Content' means Content that you submit or transmit to, through, or in connection with the Site, such as profiles, postings, ratings, reviews, compliments, invitations, check-ins, messages, and any information that you publicly display or displayed in your account profile. 'User Content' means Content that users submit or transmit to, through, or in connection with the Site. 'F4SS Content' means Content that we create and make available in connection with the Site. 'Third Party Content' means Content that originates from parties other than F4SS or its users, which is made available in connection with the Site. 'Site Content' means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and F4SS Content.
CHANGES TO THE TERMS OF SERVICE
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with F4SS, and any inconsistencies among the different versions will be resolved in favor of the English version.
USING THE SITE
Permission to Use the Site
We grant you a nonexclusive, nontransferable, nonsublicensable, terminable license to access and use the Site subject to the restrictions in these Terms. Your use of the Site, which is provided by F4SS acting as a conduit to benefit its users, is at your own risk, including the risk that you might be exposed to Content that is inaccurate, misleading, incomplete, inappropriate or defective. We may modify, update, suspend or discontinue the Site, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. F4SS shall not be liable to any user or other third party for any such modification, update, suspension or discontinuance.
The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
- You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. As a condition of your use of the Site, you agree to (a) provide F4SS with true, accurate, current and complete information as prompted by the F4SS’s registration forms, when registering for or using the Site and (b) update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.
- Your account is for your use. In creating it, we ask that you provide complete and accurate information about yourself.
Communications From F4SS and Other Users
By creating an account, you agree to receive certain communications in connection with the Site.
Responsibility for Your Content
- You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, completeness, or reliability. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by F4SS.
- You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that violates any law or regulation in any jurisdiction, including those of the United States, European Union, the People’s Republic of China or any of their political subdivisions.
Our Right to Use Your Content
We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ('Other Media'). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against F4SS and its users any claims and assertions of moral rights or attribution with respect to Your Content. By 'use' we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
Use of Content
- F4SS cannot and does not guarantee the accuracy, integrity, quality, completeness or appropriateness of any Content transmitted to or through the Site. You acknowledge that F4SS simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of User Content. You understand that all content posted on, transmitted through or linked through the Service, is the sole responsibility of the person from whom such Content originated. You understand that F4SS does not control, and is not responsible for Content made available through the Site and that by using the Site, you may be exposed to Content that is inaccurate, misleading, or false. You agree that you must evaluate and make your own judgment, and bear all risks associated with the use of any Content.
- You further acknowledge that F4SS has no obligation to screen, preview, monitor or approve any User Content on the Site. However, F4SS reserves the right to review, modify and/or delete any Content that, in its sole judgment, violates these Terms. By using the Site, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that you submit, receive, access, transmit or otherwise convey through the Site. Under no circumstances will F4SS be liable in any way for any Content, including, but not limited to, any Content that contains any errors, omissions, defamatory statements, or confidential or private information or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted or otherwise conveyed via the Site. You waive the right to bring or assert any claim against F4SS relating to Content on the Site, and release F4SS from any and all liability relating to any Content on the Site. F4SS has no obligation to review, monitor, or remove any Content or other materials on the Site, except as required by law.
- You agree that F4SS has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Site.
- F4SS does not endorse and is not responsible or liable for any Content, data, advertising, products, goods or services available or unavailable from, or through, any third party. You agree that should you use or rely on such Content, data, advertisement, products, goods or services, F4SS is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. You should make whatever investigation that you deem necessary or appropriate before hiring or engaging a Content provider. Without limiting the foregoing, your correspondence or business dealings with, consumption of products or services of, or participation in promotions of, third parties or Content providers found on or through the use of the Site, including payment for and delivery or fulfillment of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that F4SS shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or Content providers on the Site.
- You acknowledge that F4SS has no control over, and no duty to take any action regarding: (a) which users gain access to or use the Site; (b) what effects the Content on or in connection with the Site may have on you; (c) how you may interpret or use the Content on or in connection with the Site; or (d) what actions you may take as a result of having been exposed to the Content on or in connection with the Site. F4SS makes no representations concerning any content contained in or accessed through the Site, and F4SS will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site.
As between you and F4SS, you own Your Content. We own the F4SS Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Site Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ('IP Rights') associated with the F4SS Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the F4SS Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the F4SS Content are retained by us.
F4SS and its licensees may publicly display advertisements and other information adjacent to, included with or containing Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
As a condition of submitting any Content or other materials to the Site, you represent that:
- You own or have secured all legal rights necessary for the Content submitted by you to be used by you, F4SS, and others as described and otherwise contemplated in these Terms;
- Your Content is accurate, honest, truthful, and complete in all respects;
- You are solely responsible for Your Content;
- Your Content is not infringing, harassing, libelous, abusive, threatening, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violate any relevant law or right of any other party;
- Your Content is based upon your actual first-hand knowledge;
- You have not received any form of compensation for Your Content is accurate, honest, truthful, and complete in all respects; other than remunerations received as an employee;
- Your Content does not reflect the views of F4SS, its officers, managers, owners, employees, agents, designees or other users; and
- You have the power and the authority to bind the company, entity or organization on whose behalf you are entering into these Terms.
User Content (including any that may have been created by users employed or contracted by F4SS) does not necessarily reflect the opinion of F4SS. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
You agree not to, and will not assist, encourage, or enable others to use the Site to:
- Violate our Content Guidelines, for example, by writing a fake or defamatory review, knowingly providing or submitting false or misleading information, trading reviews with other businesses, or compensating someone or being compensated to write or remove a review;
- Violate any third party's rights, including, but not limited to, any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, corporation, entity, or organization falsify your contact or other information, misrepresent a relationship with any person or entity, or otherwise attempt to mislead others as to the origin of a review or rating;
- Send bulk emails, surveys, or other mass messaging, engage in keyword spamming, or otherwise attempt to manipulate the Site's search results or any third party website; or
- Violate any applicable local, state, national or international law, including competition laws, and any rules and regulations having the force of law.
You also agree not to, and will not assist, encourage, or enable others to:
- Violate the Terms or use the Site for any purposes not authorized by the Terms;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by F4SS;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
- Access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;
- Reformat any portion of the Site;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on F4SS's technology infrastructure or otherwise make excessive traffic demands of the Site;
- Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
- Sell, share, or otherwise transfer your account username, password, other information, or your rights or obligations under the Terms;
- Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, 'Viruses');
- Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
- Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days' prior written notice to us at suppliernavigator.com, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.
GUIDELINES AND POLICIES
F4SS Antitrust Policy
You represent that you have read and understood and will not violate the F4SS Antitrust Policy.
SUGGESTIONS AND IMPROVEMENTS
By sending us any ideas, suggestions, documents or proposals ('Feedback'), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against F4SS and its users any claims and assertions of any moral rights contained in such Feedback.
The Site may include links to other websites or applications (each, a 'Third Party Site'). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
Some of the services made available through the Site may be subject to additional third party or open source licensing terms and disclosures, including the ones posted here and incorporated herein by reference.
Copyright And Trademark Disputes
If you believe that your copyright or trademark is being infringed on the Site, your claim should be promptly sent in the form of a written communication to F4SS at the following address Foundation for Strategic Sourcing, Inc., PO Box 21194, Denver, CO All claims must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit F4SS to locate the material;
- Information reasonably sufficient to permit the F4SS to contact the complaining party, such as name, address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You agree to indemnify, defend, and hold F4SS, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the 'F4SS Entities') harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party, including governmental entities, arising out of or relating to: (a) your access to or use of the Site, (b) your violation of the Terms, (c) any products or services purchased or obtained by you in connection with the Site, (d) inaccurate or untruthful Content or other information provided by you to F4SS or that you submit, transmit or otherwise make available through the Site, or (e) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. F4SS reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of F4SS. F4SS will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE F4SS ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
- THE SITE IS MADE AVAILABLE TO YOU ON AN 'AS IS', 'WITH ALL FAULTS' AND 'AS AVAILABLE' BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE F4SS ENTITIES MAY OR MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE F4SS ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE F4SS ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE. F4SS ENTITIES make no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of the BUSINESS LISTINGS, RATINGS, REVIEWS OR ANY OTHER MATTER IN CONNECTION WITH THE SITE, and assumes no responsibility for any errors or omissions therein.
- THE F4SS ENTITIES MAKE NO CLAIMS, ENDORSEMENTS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES LISTED ON THE SITE OR THE SITE'S USERS. ACCORDINGLY, THE F4SS ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT, IDENTITY OR INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
- The Site may display links to other Internet sites or resources. Because F4SS has no control over such sites and resources, you acknowledge and agree that F4SS is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that F4SS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
- THE F4SS ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE F4SS ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT F4SS ENTITIES WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF F4SS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, 'DAMAGES'), WITH RESPECT TO THE SITE, INCLUDING, BUT NOT LIMITED TO: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SITE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, INFORMATION, OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SITE; (E) STATEMENTS OR CONDUCT OF ANY PROVIDERS OF GOODS OR SERVICES OR OTHER THIRD PARTY IN CONNECTION WITH OR THROUGH THE SITE; (F) ANY OTHER MATTER RELATING TO THE SITE; (G) ANY BREACH OF THESE TERMS BY F4SS ENTITIES OR THE FAILURE OF F4SS ENTITIES TO PROVIDE SERVICES UNDER THE TERMS, OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF ANY DISSATISFACTION, CLAIM, OR CAUSE OF ACTION RELATED TO THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OR EXCLUSIONS OF LIABILITY OR DAMAGES ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
CHOICE OF LAW AND VENUE
DELAWARE LAW WILL GOVERN THESE TERMS, AS WELL AS ANY CLAIM, CAUSE OF ACTION OR DISPUTE THAT MIGHT ARISE BETWEEN YOU AND F4SS (A 'CLAIM'), WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in denver, Colorado, United States of America, and judgment on the award may be entered into any court having jurisdiction thereof. Notwithstanding anything herein to the contrary, F4SS may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
- You may terminate the Terms at any time by closing your account, discontinuing your use of the Site, and providing F4SS with a notice of termination here.
- We may close your account, suspend your ability to use certain portions of the Site, and/or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information. Upon such action, you must immediately cease accessing or using the Site and agree not access or make use of, or attempt to use, the Site. Furthermore, you acknowledge that F4SS reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Site. You understand that F4SS may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to F4SS.
- All provisions of these Terms, which by their nature should survive termination shall survive the termination of your access to the Site, including, without limitation, provisions regarding Definitions, Translation, Content, Restrictions, Indemnity, Disclaimers and Limitations of Liability, Choice of Law and Venue, and General Terms.
- We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.
- We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.
- Except as otherwise stated in Section IX above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
- The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
- If you breach any term of these Terms or other agreement with F4SS, F4SS may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. F4SS's remedies are cumulative and not exclusive. Failure of F4SS to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of this agreement at any time thereafter.
- These Terms are not assignable, transferable or sublicensable by you except with F4SS's prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent.
- No joint venture, partnership, employment or agency relationship exists between you and F4SS as a result of these Terms or your use of the Site.
- If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
- The section titles in the Terms are for convenience only and have no legal or contractual effect.
F4SS ANTITRUST POLICY
It is fundamental policy of the Foundation for Strategic Sourcing (F4SS) to comply at all times with all applicable laws, including particularly the antitrust laws. Under no circumstances will F4SS directly or indirectly be involved in conduct that leads to or implies an agreement or concerted action among its members that would restrain trade and/or otherwise violate antitrust laws. Any conduct by F4SS’s officers, directors or employees that would violate the antitrust laws is contrary to F4SS policy. Any officer, director or employee found in violation of this policy will be subject to appropriate disciplinary action. This Antitrust Policy shall apply to all activities and programs sponsored or conducted by or within F4SS.
General Standards for F4SS Activities
The following general standards shall apply to all F4SS-sponsored meetings, events and activities:
- The F4SS Antitrust Policy and these Antitrust Standards will be made available to all F4SS members and others involved in F4SS meetings, activities and events by publication on the F4SS website and, when appropriate, will be referred to in program announcements, materials, surveys and other publications.
- Membership in F4SS shall be open to any CPG industry participant with a legitimate business interest in the organization.
- All F4SS meetings shall be scheduled meetings. An agenda shall be prepared and made available to attendees in advance and will be reviewed by legal counsel when necessary. Minutes of meetings shall be retained for an appropriate period of time. Subjects not included on the agenda generally will not be discussed at a meeting.
- When necessary to comply with the F4SS Antitrust Policy, legal counsel will be present at F4SS meetings and events.
- When necessary to comply with the Antitrust Policy, minutes of F4SS meetings will be reviewed by legal counsel.
- When necessary to comply with the Antitrust Policy, legal counsel will approve new F4SS programs and changes in existing programs.
- Discussion of the following will be avoided at all F4SS meetings:
- Current or future prices.
- Possible future increases or decreases in prices.
- Standardization or stabilization of prices.
- Pricing procedures.
- Discounts and rebates.
- Credit terms.
- What constitutes “fair” profits.
- Allocation of markets, sales territories and freight allowances.
- Plans or strategies to award or remove business from a particular supplier.
- Confidential information or trade secrets.
Standards for F4SS Sponsored Events
- All F4SS sponsored meetings, events and activities shall be conducted in accordance with the General Standards set forth above.
- At all F4SS sponsored meetings, events and activities, including breakout sessions, meals and social events, discussion of the topics listed under paragraph 6 of the General Standards shall be avoided. All participants are encouraged to promptly object to any question, comment, or discussion that they believe is not appropriate.
- Program materials distributed at all F4SS sponsored meetings, events and activities shall prominently refer to the F4SS Antitrust Policy and Standards.
Standards for Conduct and Use of Surveys and Benchmarking
- F4SS shall not disclose trade secrets or other confidential proprietary information of survey respondents which would ordinarily be withheld from competitors or others.
- The purposes of the survey are to be well defined, and the possible use of the survey or statistical program identified.
- Survey questions and compilation of data are to be formulated in a simple, concise manner.
- Participation in or responding to the survey must be voluntary.
- Any price or cost data provided in response to a survey shall be at least three months old at the time of response.
- Non-price forward-looking data will not be requested or provided.
- There shall be at least five providers reporting data upon which each disseminated statistic is based and no individual provider’s data shall represent more than 25% on a weighted basis of that statistic.
- Information disseminated shall be sufficiently aggregated such that it will not allow recipients to identify the data provided by individual respondents.
- F4SS shall maintain and preserve the confidentiality of the original information collected and participants in a survey shall not have access to the raw data submitted and compiled.
- Data will be collected and analyzed by a party independent of those furnishing information.
- All surveys shall comply with applicable guidelines and regulations of the United States Department of Justice and Federal Trade Commission.
The various content, features, and services offered on and in connection with the Site are owned and operated by The Foundation for Strategic Sourcing, Inc. ('F4SS'), a Colorado corporation headquartered in Denver, Colorado.
F4SS collects information from individuals who visit and upload information to the Site.
- Personal Information. When using the Site or obtaining Third Party Service, F4SS may require you to provide it with certain personal information, such as name, email address, username and password (collectively, 'Personal Information'). The password will be stored on our system in encrypted form, so only you know your password. In addition, users of Third Party Service may be required to provide other information.
- Account Information. The content of your F4SS account, and any other information that you upload or download from the Site (your 'Account Information') will be stored on the servers of F4SS, its agents, or third-party vendors. F4SS may store your Account Information and Personal Information at server locations abroad. Your Account Information is secured by means of data back-ups which, in the event of a system failure or similar error, allow for the restoration of data.
- Site Navigational Information. As you navigate the Site, F4SS may collect additional information through the use of commonly-used information-gathering tools, such as cookies and Web beacons (collectively, 'Site Navigational Information'). Site Navigational Information includes, without limitation, standard information from your Web browser (such as browser type and browser language), your Internet Protocol address, and the actions you take on the Site (such as the number of successful or failed logins, the date of your last login, the Web pages viewed and the links clicked). In addition, F4SS collects general information about what features or tools you use and with what frequency, and which features you do not use.
USE OF INFORMATION COLLECTED
- F4SS uses your Personal Information, Account Information, and Site Navigational Information as set forth in the Terms.
- F4SS uses your Personal Information and Account Information to perform the services requested, process your requests, provide you with updates about Site, or inform you about other F4SS services or products that may be of interest to you.
- In the event that you provide F4SS with your credit card information, F4SS will only use such information to check the financial qualifications of prospective users and to collect payment.
- F4SS uses Site Navigational Information to operate and improve the Site and Third Party Service provided. F4SS may also use Site Navigational Information alone or in combination with Personal Information to provide personalized information about F4SS.
- F4SS may use any and all information that you provide to Third Party Service providers for the same or similar purposes that said Third Party Service providers use such information.
PUBLIC FORUMS; CUSTOMER TESTIMONIALS
- F4SS may provide bulletin boards, blogs, or chat rooms (each, a 'Forum,' collectively, the 'Forums') on the Site. Any information you choose to submit in such a Forum may be read, collected, or used by others who visit these Forums, may be used to send you unsolicited messages, and may be used for other purposes as described in the Terms. F4SS is not responsible for the information you choose to submit in these Forums, or the information that you receive.
- F4SS may post a list of users and testimonials on the Site that contain information such as user names and titles.
SHARING OF INFORMATION
- You agree that F4SS may share your Personal Information with its service providers, which may include banks and/or credit card companies that F4SS uses to process payment of your service fees.
- F4SS reserves the right to use or disclose information provided by you if required by law or if F4SS reasonably believes that use or disclosure is necessary to (i) protect and defend F4SS's rights or property; (ii) comply with a judicial proceeding, court order or legal process; or (iii) protect the safety of Site users, F4SS employees or the public at large.
INTERNATIONAL TRANSFER OF INFORMATION COLLECTED
F4SS offers you a means to choose how F4SS uses the Personal Information provided. You may manage your receipt of marketing and non-transactional communications by changing the settings of your account via the 'Change Contact/Profile Info' or by clicking the 'unsubscribe' link located on the bottom of every F4SS's marketing email. Additionally, you may send a request specifying your communication preferences to email@example.com. Users cannot opt out of receiving transactional emails relating to their account or the services provided through the Site.
- F4SS has put into place reasonable technical and organizational safeguards in an effort to protect your Personal and Account Information from loss, misuse, unauthorized alteration, transfer or access.
- F4SS maintains physical, electronic and procedural security measures in conjunction with the collection, storage and the disclosure of Personal Information and Account Information of users. These security measures also mean that F4SS will occasionally request that you provide evidence of your identity before F4SS reveals Personal Information or Account Information to you.
- It is important that you protect yourself from any unauthorized use of your password and unauthorized access to your computer. If you share your computer with others you should ensure that you log out after every session. You are responsible for maintaining the security and confidentiality of your password, and are fully responsible for all activities that occur using your password. Please notify F4SS immediately of any unauthorized use of your password or any other breach of security.
ACCESSING AND UPDATING YOUR PERSONAL AND ACCOUNT INFORMATION
F4SS provides you with access to your Personal Information and Account Information. You may correct, update or remove any Personal Information either by accessing your user account or by contacting F4SS at firstname.lastname@example.org.