This User Agreement and Terms of Service (these “Terms of Service”) apply to the website owned by The Foundation for Strategic Sourcing, Inc. (“F4SS”) accessible at www.f4ss.org. (the “Website”). Without limitation, on the Website F4SS gives users the option of obtaining certain services and products from third-party vendors (“Third Party Services”). The type and scope of Third Party Services available to you depends on the type of service option chosen. A description of Third Party Service options is available on the Website.
2. Acceptance of Terms; Modifications
(b) F4SS reserves the right to modify, supplement or replace the terms of the Agreement at any time, in its sole discretion. Any updates or changes will be posted on the Website.
3. Third Party Services
4. Service Changes or Discontinuance
F4SS reserves the right to change or discontinue, temporarily or permanently, any services offered through Website or by third parties at any time. You hereby agree that F4SS will not be liable to you or any third party for any modification or discontinuance of Website or Third Party Services.
5. Service Limitations
F4SS DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES THROUGH WEBSITE OR SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, OPERATIONS MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. F4SS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, F4SS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WEBSITE OR THIRD PARTY SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
F4SS ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEBSITE, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE WEBSITE, OR YOUR ACCESS TO OR USE OF THIRD PARTY SERVICES.
6. User Conduct/Eligibility
(a) You hereby agree to comply with all applicable laws and the terms and conditions of the Agreement, as they may be amended from time to time.
(b) To use the Website or Third Party Services you must meet the following criteria and represent and warrant that you:
(1) are at least 18 years of age;
(2) are not currently restricted from using Website or the Third Party Services;
(3) are not a competitor of F4SS and/or are not using the Website or Third Party Services for reasons that are in competition with F4SS;
(4) will only maintain one F4SS account at any given time;
(5) have full power and authority to enter into these Terms of Service and doing so will not violate any other agreement to which you are a party;
(6) will not violate any rights of F4SS, including intellectual property rights such as patent, copyright, trademark or trade secret rights; and
(7) agree to provide, at your sole cost, all equipment, software, and internet access necessary to use Website and the Third Party Services.
(c) You hereby further agree that, without the express prior written authorization of F4SS, you shall not:
(1) imply that F4SS is endorsing you or your products or services;
(2) misrepresent the relationship between F4SS and you;
(3) present false, misleading or inaccurate information about F4SS or its products or services on any website or otherwise, or disparage F4SS or its products or services;
(4) use any data mining robots (bots), hardware or software modules that add a specific feature or service by plugging into an existing larger system (plug-ins), or other data gathering and extraction tools, scripts, applications, or methods to the Website or any other F4SS owned or operated website;
(5) use any device, software, or hardware to bypass any operational element or to interfere, or attempt to interfere, with the proper working of the Website, or any F4SS owned or operated website or server, or activities conducted therein;
(6) take any action that imposes an unreasonable or disproportionately large load on the Website or its network infrastructure or that adversely affects F4SS?s network or the server or operations of or for other F4SS customers;
(7) decompile, reverse engineer, modify or disassemble any of the software directly or indirectly associated with the Website and/or its server;
(8) use any meta tags or any other ?hidden text? utilizing F4SS’s name or any F4SS trademark without F4SS’s prior written permission, or frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of F4SS or use any F4SS trademark;
(9) otherwise exceed your limited access to the Website as authorized by F4SS; or
(10) post, transmit or distribute using the Website or any other F4SS owned or operated website, any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law (F4SS will fully cooperate with any law enforcement authorities or court order requesting or directing F4SS to disclose the identity of anyone posting, transmitting or distributing any such information or materials).
7. Disclaimer of Warranties
YOUR USE OF WEBSITE AND/OR THIRD PARTY SERVICES IS AT YOUR SOLE RISK.
NEITHER F4SS, NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR ASSIGNEES WARRANT THAT THE WEBSITE OR THIRD PARTY SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR THIRD PARTY SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICE OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE WEBSITE OR THIRD PARTY SERVICES, UNLESS OTHERWISE EXPRESSLY STATED IN THESE TERMS OF SERVICE.
THE SERVICES AVAILABLE THROUGH THE WEBSITE AND THIRD PARTY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS BY F4SS. F4SS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY APPLICABLE LAW.
ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE OR THIRD PARTY SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSS THAT RESULTS FROM YOUR USE OF WEBSITE OR THIRD PARTY SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM F4SS OR THROUGH OR FROM THE WEBSITE OR THIRD PARTY SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
8. Limited Liability
F4SS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF F4SS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE WEBSITE OR THIRD PARTY SERVICES.
UNDER NO CIRCUMSTANCES WILL F4SS’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR THIRD PARTY SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT OF SERVICE FEES, IF ANY, ACTUALLY RECEIVED FROM YOU BY, AND RETAINED BY, F4SS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS OF SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Notification of Damages
You hereby agree to immediately notify F4SS of any potential claims against F4SS arising out of or related to the use of the Website or Third Party Services to ensure that F4SS receives the necessary information to mitigate any damages in cooperation with you.
You hereby agree to indemnify and hold F4SS, its subsidiaries and affiliates, and each of their respective officers, directors, shareholders, members, managers, agents, representatives, employees, successor and assigns, harmless from and against any claims, liability, damages, demands, expenses, and costs (including, but not limited to reasonable attorneys? fees), made by any third party due to or arising out of your use of the Website or Third Party Services, your violation of these Terms of Service or your infringement, or infringement by any other person using your account, of any intellectual property or other right of a third party.
F4SS uses a “feedback” application for purposes of quality assurance. The user can communicate praise, criticism, or suggestions to improve the Website by using the feedback application available on the Website. By submitting ideas, suggestions, proposals, and/or documents (collectively, “Feedback”) to F4SS through the feedback application, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) F4SS is under no obligation of confidentiality, express or implied, with respect to the Feedback; (c) F4SS shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (d) F4SS may have something similar to the Feedback already under consideration or in development; (e) you irrevocably assign to F4SS all rights to your Feedback; and (f) you are not entitled to any reimbursement or compensation of any kind from F4SS under any circumstances.
12. Intellectual Property
Except as provided herein, nothing contained herein shall be construed to grant to you any license under any patent, trademark, copyright, trade secret or other intellectual property right of F4SS or any third party.
The content of the Website (the “Content”) is protected by patent, copyright, trademark, trade secret and other laws of the United States, as well as international conventions and the laws of other countries. You may use and download Content only for your use in accordance with the terms herein. No modification, or further reproduction of the Content is permitted.
Any trademarks, trade dress, drawings, designs and all other intellectual property rights of F4SS embodied in or displayed on the Website, or otherwise provided in connection with the services provided through Website, shall remain the sole property of F4SS. Without F4SS’s express prior written permission, no distribution, reproduction, display, modification, duplication, transmission, use, re-posting or communication to third parties of any such intellectual property are permitted. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the intellectual property without the prior written permission of F4SS or the intellectual property owner, if not F4SS.
13. Notice of Copyright Infringement
Pursuant to Title II of the Digital Millennium Copyright Act, all claims of copyright infringement for material that is believed to be residing on the Website should be promptly sent in the form of a written communication to F4SS at the following address Foundation for Strategic Sourcing, Inc., 621 Glenarbor Circle, Longmont, Colorado 80504, USA. All claims must include the following information:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) 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;
(c) 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;
(d) Information reasonably sufficient to permit the F4SS to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
(e) 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
(f) 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.
14. Export Control
Your use of the Website is subject to export and re-export control laws and regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and certain sanctions programs maintained by the United States Department of the Treasury, Office of Foreign Assets Control. You hereby agree that you will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software, data or service to any end-user, including without limitation, posting or uploading such information to F4SS’s servers, without obtaining the required authorizations from the appropriate government authorities.
15. Governing Law/Arbitration
(a) The Agreement shall be construed in accordance with and governed by the laws of the State of Colorado, without regard to (i) its conflicts-of-laws rules or principles, or and (ii) the United Nations Convention of the International Sale of Goods.
(b) Any controversy or claim arising out of or relating to these Terms of Service, 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 Newark, 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.
16. Photo and Video Disclaimer
The Foundation for Strategic Sourcing (F4SS) reserves the right to use any photograph/video taken at any event sponsored by F4SS, without the expressed written permission of those included within the photograph/video. F4SS may use the photograph/video in publications or other media material produced, used or contracted by F4SS including but not limited to: brochures, invitations, books, newspapers, magazines, television, websites, etc.
To ensure the privacy of individuals and children, images will not be identified using full names or personal identifying information without written approval from the photographed subject, parent or legal guardian.
A person attending a F4SS event who does not wish to have their image recorded for distribution should make their wishes known to the photographer, and/or the event organizers, and/or contact F4SS at PO Box 21194, Denver, CO 80221, in writing of his/her intentions and include a photograph. F4SS will use the photo for identification purposes and will hold it in confidence.
By participating in a F4SS event or by failing to notify F4SS, in writing, your desire to not have your photograph used by F4SS, you are agreeing to release, defend, hold harmless and indemnify F4SS from any and all claims involving the use of your picture or likeness.
Any person or organization not affiliated with F4SS may not use, copy, alter or modify F4SS photographs, graphics, videography or other, similar reproductions or recordings without the advance written permission of an authorized designee from F4SS.
(a) Notice. Notices to a user or to F4SS shall be by email or facsimile. Notices to F4SS shall be sent to firstname.lastname@example.org or, if by facsimile, to 970.444.5254. [Notices to a user shall be sent to the email address contained in the user’s registration information. Each user is responsible for keeping its registration information current. F4SS shall not be responsible for a user’s failure to receive notice if the user’s registration information is incomplete, not current, or otherwise inaccurate.] Notices sent by email shall be deemed given twenty-four (24) hours after the email message is sent. Notices sent by facsimile shall be deemed given upon receipt by the sender of a successful transmission report.
(b) Disclaimer of Endorsement. Reference on the Website to any products, services, processes, hypertext links to third parties or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply its endorsement, sponsorship or recommendation by F4SS. Product and service information is the sole responsibility of each individual vendor. F4SS encourages you to be aware when you leave the Website and to read the terms and conditions and privacy statements of each and every website that you visit. F4SS is not responsible for the practices or the content of such other websites.
(c) Account Access. F4SS may investigate reports of abuse or misuse and, if appropriate, limit or prohibit your use of the Website or Third Party Services. You agree that F4SS may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized use of the Website and Third Party Services.
(d) Severability. If any provision of these Terms and Conditions is unenforceable or invalid, these Terms of Service shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.
(e) Assignment. These Terms and Conditions shall be binding upon and shall inure to the benefit of your and F4SS’s successors and assigns, provided, however, that you may not assign or transfer the Agreement, in whole or in part, except upon the prior written consent of F4SS.
(f) Waiver. The delay or failure of F4SS, at any time or times, to require performance of any provision of these Terms and Conditions shall in no manner affect F4SS’s right at a later time to enforce such provision. No delay or failure of F4SS in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.
(g) Entire Agreement. These Terms and Conditions constitute the entire agreement between F4SS and you pertaining to the subject matter hereof.