TERMS OF USE

SG Portal Terms and Conditions

IMPORTANT- READ CAREFULLY: YOUR USE OF THE SupplierGATEWAY® WEBSITE AND SERVICES (THE "SERVICES") IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.

Definitions. As used herein, "you," and "your," means the person, and company or organization that registers on this website, and "we," "our," "us," and SupplierGATEWAY, refers to SupplierGATEWAY LLC, and its subsidiaries and affiliates.

1. ACCEPTANCE OF TERMS. SupplierGATEWAY makes available for your use on this website (the "Site") information (the "Information") and various services (the "Services"), subject to the terms and conditions set forth in this document (the "Terms of Use") By accessing this Site, you agree to the Terms of Use. SupplierGATEWAY reserves the right to change the Terms of Use from time to time at its sole discretion and for any reason. Your use of this Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. In addition, when using particular Information or Services on this Site, you shall be subject to any posted guidelines or rules or agreements applicable to such Information or Services that may contain terms and conditions in addition to those in the Terms of Use. All such guidelines or rules are hereby incorporated by reference into the Terms of Use. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates and you must immediately destroy any Information downloaded or printed from this Site.

2. SERVICES PROVIDED. SupplierGATEWAY directly, or indirectly through an unaffiliated Internet service provider, shall provide you with electronic access, through your computer or other electronic device (collectively "Computer"), to the Information and Services provided on the Site.

3. USER CODES. As part of your registration process you may be asked to select a user name ("Name") and/or password ("Password"), or a user name and/or password may be created for you (the Name and Password are hereafter referred to as "User Codes"). The User Codes are for your personal use only. You are responsible for maintaining the confidentiality of the User Codes, and agree not to provide them to any third party. You are responsible for all statements made and acts or omissions that occur while your User Codes are being used. You are responsible for any breach of security caused by your failure to maintain the confidentiality of your User Codes. You agree to notify SupplierGATEWAY immediately in the event of loss or theft of your User Codes, or if you believe the confidentiality of your User Codes has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Site. SupplierGATEWAY reserves the right to revoke your User Codes at any time without prior notice.

4. YOUR COMPANY PROFILE. SupplierGATEWAY will make your company profile, which includes Your basic company information, available for new business opportunities to other companies. By clicking the “I Agree” button, you expressly acknowledge and give consent to SupplierGATEWAY for your data entered into this system to be transferred, in accordance with the SupplierGATEWAY Privacy Statement, the Terms of Use, and applicable law. This consent shall be in effect from the moment it has been granted and may be revoked by prior written notice to SupplierGATEWAY.

5. PROPERTY RIGHTS. The trademarks, trade names, logos and service marks ("Marks") displayed on the Site and the features and functionality of the Site are the property of SupplierGATEWAY or its affiliates or licensors and are protected by applicable copyright, patent, trademark or other intellectual property law. Except as expressly authorized herein, you may not copy, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such Marks, Services or Information in any manner (including electronic, print or other media now known or hereafter developed) without the prior written consent of SupplierGATEWAY. Without limiting the foregoing, you also agree not to use the Marks, Services, or Information for any unlawful purpose, and you shall comply with any request of SupplierGATEWAY or its affiliates or licensors to protect their respective rights in the Marks, Services and Information.

6. TITLE TO THE ONLINE SERVICES. You acknowledge that the contents of the SupplierGATEWAY Service (other than Your Data and others' data) are the intellectual property of SupplierGATEWAY and are copyrighted and protected by the United States and international copyright laws. SupplierGATEWAY grants you a non-exclusive, nontransferable license to print and download content on the Online Services solely for your noncommercial use provided that you maintain the copyright notice and any other notices that appear on any such copies. You may not copy and redistribute outside of your company any content or information from the SupplierGATEWAY Service to display on any other website or system. This section does not apply to your ownership of your spend data and does not impose any use restrictions on you as to your use of your spend data.

7. LINKS. SupplierGATEWAY makes no representations whatsoever about any third-party Site to which you may have access through this Site and any entry to a third-party Site will be done at your own risk. SupplierGATEWAY does not endorse and is not responsible for the accuracy nor reliability of any information, data, opinions, advice or statements made on these third-party sites nor for the quality of any products or services available on any third party Site.

8. PROHIBITED COMMUNICATIONS. SupplierGATEWAY may, but is not obligated to, monitor or review (i) any areas on the Site where users transmit or post communications or communicate solely with each other, and/or (ii) the content of any such communications. SupplierGATEWAY, however, has no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise. The posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic or other material that would violate any law is strictly prohibited.

9. PUBLICITY. The SupplierGATEWAY Site seeks to help buyers and suppliers find one another, extend their network, and do business. This involves publicizing users, and thus you should assume that company profile data that you submit to SupplierGATEWAY Site ("SupplierGATEWAY Submissions") may be publicized on the SupplierGATEWAY Site, except Sensitive Information (specifically, any other non-public information submitted to comply with a specific client’s registration and onboarding process).

10. SEARCH PROFILE. The SupplierGATEWAY Service may utilize information in your profile to present your capabilities to prospective customers. You must comply with the SupplierGATEWAY Service policies and on-screen instructions relating to the type of information you may submit relating to such Service. If you are Buyer, you agree that a Posting you submitted is not Sensitive Information (and may be sent automatically to the suppliers you select plus suppliers which match your posting criteria).

- The SupplierGATEWAY service may contain a feature that allows users to provide ratings on their experience with their suppliers. You hereby consent to SupplierGATEWAY’s display of the ratings SupplierGATEWAY receives about you.

- The SupplierGATEWAY service may contain a feature that allows users to provide references concerning other users. If you post a reference, You represent and warrant that (a) the reference is not made about Yourself; and (b) the reference reflects your honest opinions of that other user. You consent to SupplierGATEWAY’s display of the reference SupplierGATEWAY receives from you

11. WARRANTIES AND LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL INFORMATION AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND AND SupplierGATEWAY AND ITS RELATED PARTIES HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF NON-INFRINGEMENT OR TITLE. WITHOUT LIMITING THE FOREGOING, SupplierGATEWAY AND ITS RELATED PARTIES MAKE NO WARRANTY THAT (I) THE INFORMATION AND SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES AND INFORMATION WILL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR INFORMATION WILL BE ACCURATE OR RELIABLE, AND (IV) THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS. THE SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. SupplierGATEWAY AND ITS RELATED PARTIES MAY MAKE CHANGES TO THE INFORMATION AND SERVICES AT THIS SITE, AT ANY TIME AND FOR ANY REASON WITHOUT NOTICE. THE INFORMATION AND SERVICES AT THIS SITE MAY BE OUT OF DATE, AND SupplierGATEWAY AND ITS RELATED PARTIES MAKE NO COMMITMENT TO UPDATE SUCH INFORMATION OR SERVICES. SupplierGATEWAY AND ITS RELATED PARTIES MAKE NO REPRESENTATIONS AND ASSUME NO LIABILITY REGARDING THE QUALITY, SAFETY, ACCURACY, OR SUITABILITY OF ANY INFORMATION, DOCUMENTS, MATERIALS, SERVICES OR SOFTWARE WHICH ARE REFERENCED BY OR LINKED TO THIS SITE. REFERENCES TO OTHER CORPORATIONS, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. SupplierGATEWAY AND ITS RELATED PARTIES SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION, THROUGH THE SERVICES OR INFORMATION, OF A COMPUTER VIRUS, OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE OPERATION OF THE SITE OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY. EXCEPT AS OTHERWISE PROVIDED BY LAW, SupplierGATEWAY AND ITS RELATED PARTIES SHALL HAVE NO LIABILITY FOR LOSSES CAUSED BY THE NEGLIGENCE, ACTIONS OR FAILURE TO ACT OF ANY THIRD PARTY PROVIDER, AND TO THE EXTENT PERMITTED BY LAW, NEITHER SupplierGATEWAY, ITS RELATED PARTIES, NOR ANY OF SupplierGATEWAY PROVIDERS SHALL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER (REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE), AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY THIRD PARTY SITE REFERENCED OR LINKED TO FROM THIS SITE. WITHOUT LIMITING THE FOREGOING, SupplierGATEWAY AND ITS RELATED PARTIES SHALL NOT HAVE ANY RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU MAY INCUR FOR ANY RELIANCE BY YOU ON THE INFORMATION OR SERVICES OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF, OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY PART OF THE INFORMATION OR SERVICES, OR FOR ANY UNAUTHORIZED USE BY YOU OF E-MAIL. ANY INFORMATION OR DOCUMENTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OF LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR DOCUMENTS. IF YOU ARE DISSATISFIED WITH THIS SITE, OR ANY PORTION THEREOF, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE USING THE SITE.

12. REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant that you are at least twenty-one (21) years of age and that all information provided by you during the registration process is true, correct and complete.

13. INFRINGEMENT INDEMNITY. You agree to only submit Data to the SupplierGATEWAY Service that you have the right to reproduce, disclose, and distribute and further agree to defend, indemnify, and hold SupplierGATEWAY harmless for any third-party claim brought against SupplierGATEWAY alleging that any Data submitted by you to the SupplierGATEWAY Service infringes the intellectual property laws or rights of others ("Improper Content Claim"). In the event of an Improper Content Claim, SupplierGATEWAY shall (i) promptly notify you in writing; (ii) permit you to control and direct the investigation, preparation, defense and settlement of the claim; and (iii) provide reasonable assistance and cooperate with you in the defense of same, at your sole expense.

14. CONFIDENTIALITY. You acknowledge that the information (but not Your company profile) located on the SupplierGATEWAY Site are proprietary and confidential information of SupplierGATEWAY and You hereby agree not to share such information with third parties except as authorized via features for sharing content provided within the SupplierGATEWAY Site itself. SupplierGATEWAY may disclose user Information (a) to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency or official requesting such information.

15. GOVERNING LAW AND JURISDICTION. By accessing this Site, you and SupplierGATEWAY agree that all matters relating to your access to, or use of, this Site shall be governed by the laws of the State of Delaware, without regard to conflicts of laws principles thereof.

16. TERMINATION. SupplierGATEWAY reserves the right to discontinue or change the Information or the Services, available to you, at any time or for any reason, with or without notice. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates. Upon termination, there shall be no refund of any monies paid by you for access to the Site, and you shall immediately destroy any/all Information downloaded or printed from the Site. Paragraphs 4,5, 6, 7, 8, 9, 10, 11,13, 14, 17, 18, 19, 20 and 21 shall survive termination of this Agreement.

17. ASSIGNMENT. The Terms of Use shall be binding upon and inure to the benefit of the parties and their respective executors, heirs, successors and permitted assigns. You may not assign the Terms of Use or your rights or obligations hereunder without the prior written permission of SupplierGATEWAY. SupplierGATEWAY may assign the Terms of Use or any of its rights or obligations hereunder.

18. ENTIRE AGREEMENT; SEVERABILITY. The Terms of Use and guidelines and rules referred to herein represent the complete and exclusive statement of the agreement and understanding between you and SupplierGATEWAY regarding your rights to access and use the Services and Information on the Site, and supersede all prior and contemporaneous agreements and representations regarding such subject matter. To the extent there is any direct inconsistency between these Terms of Use for the Site and another agreement related to the subject matter hereof entered between you and SupplierGATEWAY, then the terms in such agreement will control.

19. RIGHTS. All rights and remedies given to SupplierGATEWAY in the Terms of Use are cumulative and not exclusive of any other rights or remedies which SupplierGATEWAY otherwise has at law or equity.

20. INDEMNIFICATION. You hereby indemnify and hold SupplierGATEWAY and its Related Parties and any third party provider harmless from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of or related to content you submit, post to or transmit through the Site, your breach of your agreements, representations and warranties contained in the Terms of Use, your use of the Site, your connection to the Site or your violation of any rights of another person or entity.

21. NO OBLIGATION BY SupplierGATEWAY: Use of this Site does not constitute a binding contract or agreement between you and SupplierGATEWAY, provided SupplierGATEWAY is a Related Party under these Terms of Use. SupplierGATEWAY is under no obligation and will not be held liable for any contracts or agreements entered into by you with other parties due to the fact that they have registered in this Site.