Welcome to the Terms of Use (the "Agreement") for GEP's website. Your compliance
with the terms set forth in this Agreement will help ensure that Global eProcure's
website remains a secure and reliable place in which to buy, sell, exchange and
trade goods and services. This Agreement is between you and GEP(Global eProcure).
Your use of GEP´s website constitutes an acknowledgement that you have read the
most recent version of the agreement and that you agree to adhere to its terms.
GEP(Global eProcure) is firmly committed to maintaining the privacy of the information
that you and other users of GEP's website provide to GEP(Global eProcure). You can
review GEP's current Privacy Policy by
clicking here.
This document consists of the following parts:
- Introduction
- Membership
- Policies Governing Use of Website
- Termination
- Intellectual Property
- Indemnification
- Disclaimer of Warranty; Limitation of Liability
-
Miscellaneous Provisions
1. Introduction
THE TERMS SET FORTH IN THIS AGREEMENT BETWEEN NB VENTURES, INC. ("GEP(Global eProcure)")
AND YOU ("YOU" OR "THE MEMBER") GOVERN YOUR USE OF THE WEBSITE AND THE SERVICES
PROVIDED THEREBY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT,
PLEASE CEASE ALL FURTHER USE OF THE WEBSITE. IF YOU HAVE ANY QUESTIONS CONCERNING
THIS AGREEMENT, PLEASE CONTACT GEP(Global eProcure) AT SUPPORT@GLOBALEPROCURE.COM.
PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE YOUR FIRST USE AND EVERY SUBSEQUENT
USE OF THE E-COMMERCE WEBSITE LOCATED AT WWW.GLOBAL EPROCURE.COM"OR AFFILIATED WEBSITES
(COLLECTIVELY, THE "WEBSITE").
You agree to permit GEP(Global eProcure) to amend this Agreement in its sole discretion
at any time by posting the amended terms of the Agreement on the Website, and you
agree to abide by and be fully bound by such amended terms. The amended terms shall
automatically be effective immediately after they are initially posted on the Website,
and your continued use of the Website on or after such date constitutes your acceptance
of the amended terms. This Agreement may not be otherwise amended except in writing
signed by you and GEP(Global eProcure).
2. Membership
User ID and Password. GlobaleProcure team will assign a login ID and password for
each buyer and seller. These buyers and sellers are collectively known as members.For
security reasons, you may be required to enter your User Name and Password multiple
times during a transaction or when undertaking an activity using the Website.
You are solely responsible for protecting your User Name and Password with the same
degree of care that a reasonable person uses to protect his or her other confidential
information. You may not disclose your Password to any third party or share your
Password with any third party without the prior written consent of GEP(Global eProcure).
You may not use your Password for any unauthorized purpose.
Member Information. As a Member, you agree that the information that you provided
to GEP(Global eProcure) are subject to the (collectively, "Member Information"),
are subject to the following terms and conditions:
GEP(Global eProcure) acts solely as a passive conduit for the online distribution
and publication of your Member Information, and you are solely responsible for your
Member Information; provided, however, that GEP(Global eProcure) reserves the right
to use or take action with respect to any Member Information as GEP(Global eProcure)
deems necessary or appropriate in its sole discretion. We will not be liable to
you for any actions that we may take in good faith or upon the advice of our counsel.
All of your Member Information, including without limitation your registration information
and any information relating to Goods or Services that you seek to buy or sell through
the Website, and any of your actions involving the use of the Website or the services
provided thereby: (i) will be accurate and complete and will not be fraudulent,
fictitious, counterfeit, defamatory, libelous, threatening, harassing, misappropriated,
stolen or otherwise unlawful or illicit; (ii) shall not infringe the intellectual
property rights or other proprietary rights of any third party, including without
limitation copyrights, patents, trademarks, trade secrets or rights of publicity
or privacy; (iii) shall not violate any law, statute, ordinance, or regulation ("Law"),
including without limitation those Laws governing export control, munitions controls,
mislabeling, consumer protection, transportation of hazardous materials, drugs,
health, unfair competition, or false advertising; (iv) shall not involve the purchase
or sale, or offer for the purchase or sale, of any Prohibited Items; (v) shall not
contain any viruses, Easter eggs, kill switches, disabling devices, Trojan horses,
worms, time bombs, bots, or other computer programming routines that are intended
to damage, detrimentally interfere with, surreptitiously intercept, or expropriate
any system, data or personal information; and (vi) shall not link directly or indirectly
to or include descriptions of Goods or Services that: (A) are identical to Goods
or Services that you are selling via the Website but are priced lower than the reserve
or minimum amount posted in your posting on the Website; or (B) are intended to
create a market for such Goods or Services outside the Website; or (C) you do not
have a right to link to or include. You will promptly notify GEP(Global eProcure)
of any changes to your Member Information. Solely to enable GEP(Global eProcure)
to use the Member Information that you supply to GEP(Global eProcure), you hereby
grant Global eProcure a nonexclusive, worldwide, perpetual, irrevocable, royalty-free,
sublicensable (through multiple tiers) right to exercise any rights you have in
the Member Information and otherwise to make use of the Member Information (including
publishing, disseminating, broadcasting or selling such Member Information) in any
media now known or not currently known, subject, however, to the limitations set
forth in GEP's then-current Privacy Policy (available for review by linking from
Privacy Policy ). You hereby specifically authorize GEP(Global eProcure) and its
officers, directors, stockholders, independent contractors, employees, agents, and
affiliates (collectively, "Affiliates") to use such Member Information as a part
of the aggregated transaction information that GEP(Global eProcure) publishes at
its sole discretion on the Website or in any other medium. GEP(Global eProcure)
will not publish information on specific transactions, except to the extent specifically
permitted in GEP's Privacy Policy.
You acknowledge and agree that GEP's collection and use of Member Information, and
GEP's operation of the Website and the services provided thereby, in accordance
with this Agreement in no way constitutes an actionable breach of any privacy or
other right, whether in equity, law, contract or otherwise, and you hereby waive
any and all such claims or rights of action whether foreseen or unforeseen.
If you believe that your Member Information has been copied in a way that constitutes
copyright infringement, please provide GEP(Global eProcure) with the following information:
an electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright interest; a description of the copyrighted work that
you claim has been infringed; a description of where the material that you claim
is infringing is located on the Website; your address, telephone number and email
address; a written and signed statement by you that you have a good faith belief
that the disputed use is not authorized by the copyright owner, its agent or applicable
law; and a written and signed statement by you, made under penalty of perjury, that
the information that you provide pursuant hereto is accurate and that you are the
copyright owner or are authorized to act on the copyright owner's behalf.
3. Policies Governing Use of Website
GEP's use of the Member Information shall be governed at all times by GEP's then-current
Privacy Policy (available for review by linking from Privacy Policy. GEP(Global
eProcure) shall be entitled to amend the Privacy Policy at any time in accordance
with the provision for amendment of this Agreement set forth in Section 1.
No Violation of Applicable Law: You agree that you will comply at all times with
all applicable Laws. You acknowledge that you are solely responsible for ensuring
that the manner in which you transmit and receive information and use the Website
complies with all Laws. You may not post on the Website or sell through the Website
any Good or Service where such posting or sale could cause GEP(Global eProcure)
or any of its Affiliates to violate any applicable Law.
Prohibited Items: In particular, and without limiting the foregoing, GEP(Global
eProcure) does not allow listing, buying, selling or otherwise posting information
about any Goods or Services that may be in any of the following categories ("Prohibited
Items").
This listing is subject to revision on an ongoing basis.
4. Termination
At any time and with or without cause, GEP(Global eProcure) may immediately terminate
this Agreement or any or all of rights and privileges granted to you or any of the
other Members hereunder, and GEP(Global eProcure) may also suspend your Membership
or refuse to provide you access to the Website or the services provided thereby.
You may terminate this Agreement upon 60 days' prior written notice to GEP(Global
eProcure). In no event shall any termination, suspension or refusal to provide access
by either GEP(Global eProcure) or you act to relieve you of any obligations which
have accrued under this Agreement prior to the date of such termination, suspension
or refusal.
5. Intellectual Property
Proprietary Technology and Software. You hereby acknowledge that the proprietary
technology and software owned or licensed by GEP(Global eProcure) or its licensors
and used by GEP(Global eProcure) and its Affiliates in the operation of the Website
and the provision of services thereunder, and any derivative works, error corrections,
modifications, enhancements, upgrades, new releases and new versions (collectively,
the "Proprietary Technology"), are and shall continue to be solely owned by GEP(Global
eProcure) or its licensors, as applicable. This Agreement grants you the limited
right to use the Proprietary Technology for the express purposes set forth herein,
and this use will not result in the transfer of any ownership or other right, title
or interest in or to any of the Proprietary Technology from GEP(Global eProcure)
or its licensors to you or any other party.
Other Intellectual Property Rights. You hereby acknowledge that GEP's trade names,
trademarks and service marks (including without limitation "Global eProcure.com,"
"GEP(Global eProcure)," 'NB Ventures, Inc." and variations thereof), domain name,
logo, graphics, content, configurations, images, displays, screens and other intellectual
property and proprietary rights (collectively, "Other Intellectual Property") are
and shall continue to be solely owned by GEP(Global eProcure). In addition, GEP(Global
eProcure) makes use of third party trade names, trademarks, service marks, domain
names and logos (collectively, "Third Party Marks"), and those Third Party Trademarks
are and shall continue to be solely owned by such third parties. You are not permitted
to copy, redistribute, use or publish any of the Other Intellectual Property or
Third Party Marks except as required to enable you to use the Website pursuant to
the terms set forth in this Agreement.
6. Indemnification
You agree to indemnify GEP(Global eProcure) and its Affiliates for and from any
loss or damages, including reasonable attorneys' fees, arising from or relating
to out of: (a) your use of the Website, including any alleged or actual violation
of any Law directly or indirectly arising from such use; (b) any breach or alleged
breach by you of the terms of this Agreement or of any Sale Agreement. (c) the misuse
or misappropriation of Member Information supplied to you; (d) the Goods or Services
offered to be sold or purchased by you, whether arising from the information concerning
the Goods or Services provided by you for posting on the Website, the purchase and
sale of such Goods or Services, the Sale Agreement, the delivery of such Goods or
Services, the payment for such Goods or Services, or otherwise; and (e) communications
sent to you from GEP(Global eProcure) via electronic mail which are directly or
indirectly related in any manner to this Agreement.
In particular, and without limiting the foregoing, because GEP(Global eProcure)
does not and cannot control the actions of its Members, in the event that you have
a dispute with one or more Members, you hereby agree to indemnify and release Global
eProcure and its Affiliates from any and all claims, demands, liabilities, losses
and damages (both actual and consequential) of every kind and nature, whether known
or unknown, suspected or unsuspected, and disclosed or undisclosed, arising out
of or in any way connected with such dispute. If you are a California resident,
you expressly waive California Civil Code § 1542, which says: "A general release
does not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
7. Disclaimer of Warranty; Limitation of Liability
Disclaimer of Warranty. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE AND THE SERVICES
PROVIDED THEREBY IS ENTIRELY AT YOUR OWN RISK. GLOBAL EPROCURE DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SOME STATES DO NOT ALLOW THE
DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT (I) GLOBAL EPROCURE
DOES NOT WARRANT THAT THE WEBSITE AND SERVICES PROVIDED BY GLOBAL EPROCURE SHALL
BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, AND THE WEBSITE AND SERVICE ARE PROVIDED
"AS IS" AND WITHOUT WARRANTY OF ANY KIND; (II) GLOBAL EPROCURE DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA AND INFORMATION THROUGH THE INTERNET, AND SUCH FLOW DEPENDS
ON THE PERFORMANCE OF THIRD PARTIES WHOSE ACTIONS OR INACTIONS MAY PRODUCE SITUATIONS
IN WHICH CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) ARE IMPAIRED OR DISRUPTED
AND FOR WHICH GLOBAL EPROCURE IS NOT LIABLE; (III) GLOBAL EPROCURE DOES NOT PROVIDE
ANY WARRANTY WITH RESPECT TO THE GOODS OR SERVICES BOUGHT OR SOLD VIA THE WEBSITE;
AND (IV) GLOBAL EPROCURE DOES NOT WARRANT THAT THE INFORMATION PROVIDED VIA THE
WEBSITE, WHETHER CONCERNING THE GOODS OR SERVICES OR THE MEMBER INFORMATION OR ANY
OTHER SUBJECT, IS COMPLETE OR ACCURATE, INCLUDING THE MEMBERS ABILITY TO DELIVER
OR PROVIDE THE GOODS OR SERVICES BEING SOLD AND TO PAY FOR THE GOODS OR SERVICES
BEING BOUGHT.
No Consequential Damages: IN NO EVENT SHALL GLOBAL EPROCURE OR ANY OF ITS AFFILIATES
BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE
OR EXEMPLARY DAMAGES, OR LOST PROFITS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, HOWEVER CAUSED, INCLUDING THROUGH THE USE OF THE WEBSITE OR THE
PROVISION OF SERVICES THEREBY, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
IN NO EVENT SHALL GLOBAL EPROCURE OR ANY OF ITS AFFILIATES BE LIABLE TO YOU FOR
ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES,
OR LOST PROFITS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
HOWEVER CAUSED, INCLUDING THROUGH THE USE OF THE WEBSITE OR THE PROVISION OF SERVICES
THEREBY, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY
OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, GLOBAL EPROCURE'S AGGREGATE LIABILITY
TO YOU ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT SHALL NOT EXCEED THE
AGGREGATE AMOUNT PAID BY YOU TO GLOBAL EPROCURE UNDER THIS AGREEMENT DURING THE
SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE EVENT GIVING RISE
TO THE CLAIM AGAINST GLOBAL EPROCURE AROSE.
8. Miscellaneous Provisions
Notices: All notices, requests, demands or other communications required to be given
by GEP(Global eProcure) to you pursuant to the Agreement shall be in writing and
shall be deemed to have been given (i) three (3) days after mailing to the your
address on file with GEP(Global eProcure), if sent by U.S. mail, registered or certified
mail, return receipt requested, postage prepaid, (ii) one (1) day after mailing
if sent by nationally recognized overnight courier, or (iii) upon transmission if
sent by facsimile or electronic mail with a confirmation copy simultaneously sent
by U.S. mail, postage prepaid, or (iv) (iii) immediately if posted by GEP(Global
eProcure) on the Website. All notices, requests, demands or other communications
required to be given by you to GEP(Global eProcure) shall be deemed given when actually
received by GEP(Global eProcure).
Equitable Remedies: Both parties acknowledge and agree that money damages and other
remedies at law may not provide an adequate remedy in the event of a breach of this
Agreement. Therefore, in addition to any other remedies that may be available, the
nonbreaching party shall be entitled to seek injunctive relief or specific performance
or other equitable remedies.
Cumulative Remedies:No remedy or election hereunder shall be deemed exclusive but
shall, wherever possible, be cumulative with all other remedies at law or in equity.
Force Majeure: Neither party shall be deemed in default of this Agreement to the
extent that performance of their obligations or attempts to cure any breach are
delayed or prevented by reason of any act of God, fire, natural disaster, accident,
act of government, shortages of materials or supplies, or any other causes beyond
the control of such party, provided that such party gives the other written notice
thereof properly and, in any event, within fifteen (15) days of discovery thereof
and uses its best efforts to cure the delay ("Force Majeure"). In the event of such
Force Majeure, the time of performance or cure shall be extended for a period equal
to the duration of the Force Majeure but in no event shall exceed three (3) months.
Assignment Successors and Assigns: This Agreement and the rights granted by Global
eProcure to you hereunder may not be assigned or transferred by you without the
prior written consent of GEP(Global eProcure). GEP(Global eProcure) may assign this
Agreement without obtaining your consent.
Severability
Headings: The section headings contained in this Agreement are included for convenience
only, and shall not limit or otherwise affect the terms of this Agreement.
Attorney's Fees
No Custom: It is expressly understood and agreed that, there being no expectation
of the contrary between the parties, no usage of trade or custom and practice within
the industry, and no regular practice or method of dealing between the parties,
will be used to modify, interpret, supplement or alter in any manner the express
terms of this Agreement.
Waiver: No failure or delay in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, and no single or partial exercise thereof shall
preclude any other or further exercise thereof or the exercise of any other right,
power or privilege hereunder.
Independent Contractors: The relationship of the parties shall be that of independent
contractors, and nothing in this Agreement shall be deemed to create a partnership,
joint venture, franchise, representative, agency or employment relationship between
said parties. Neither party to this Agreement shall have authority, express or implied,
to act for or bind or otherwise obligate the other in any manner whatsoever. Persons
retained by a party as employees or agents shall not be deemed to be employees or
agents of the other party.
Choice of Law; Jurisdiction and Venue: This Agreement shall be governed and interpreted
in accordance with the substantive law of the State of New Jersey without regard
to its conflict of law provisions. The parties irrevocably submit themselves to
the non-exclusive jurisdiction of the courts of the State of New Jersey and the
United States District Court for the District of New Jersey for the purpose of bringing
any action that may be brought in connection with this Agreement. The parties agree
that they shall not assert any claim that they are not subject to the jurisdiction
of such courts, that the venue is improper, that the forum is inconvenient or any
similar objection, claim or argument. To the maximum extent permitted by law, the
notice provision of this Agreement shall apply to service of process with respect
to any action brought under this Agreement. Upon the mutual agreement of both parties,
disputes may be settled via arbitration, under the rules of the American Arbitration
Association, instead of in the courts of the State of New Jersey and the United
States District Court for the District of New Jersey.
Entire Agreement; Amendment: This Agreement and the Exhibits and other documents
incorporated by reference herein constitute the entire understanding and agreement,
and supersedes any and all prior or contemporaneous representations, understandings
and agreements, between the parties with respect to the subject matter of this Agreement.
Except as set forth in Section 1, this Agreement shall not be altered, amended or
supplemented without the prior written consent of the parties.