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 web site (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 and the ability to communicate electronically with the Site ("E-mail").

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. ELECTRONIC RECORDING. You acknowledge and agree that all information and data that you input during your use of the Site, including without limitation, all selections and uses of calculators and other tools included therein, and all information you have created, input or developed in connection with your use of the Site (the "User Information"), shall be deemed to become, and shall remain, the property of SupplierGATEWAY. None of the User Information shall be subject to any obligation of confidentiality on the part of SupplierGATEWAY or its officers, directors, employees, affiliates, agents or licensors ("Related Parties"), and neither SupplierGATEWAY nor its Related Parties shall be liable for any use or disclosure of all or part of any User Information. Without limiting the foregoing, SupplierGATEWAY shall exclusively own all now known or hereafter existing rights to the User Information of every kind and nature throughout the world, and shall be entitled to unrestricted use of the User Information for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the User Information.

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. LINKS. The Site contains links to other World Wide Web sites, Internet locations and sources of information of persons, companies, organizations and other entities ("Third Party Sites") that are not under the control of SupplierGATEWAY. SupplierGATEWAY makes no representations whatsoever about any Third Party Site to which you may have access through this Site. When you access a Third Party Site, you do so at your own risk and SupplierGATEWAY is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these Third Party Sites or for the quality of any products or services available on these Third Party Sites. SupplierGATEWAY provides such links only as a convenience and the inclusion of such links does not imply that SupplierGATEWAY endorses or accepts any responsibility for the content or uses of such Third Party Sites. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of the Site.



7. 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 (ii) the content of any such communications. SupplierGATEWAY®, however, will have no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic or other material that would violate any law.

8. 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.

9. YOUR REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant that you are of the age of majority and that all information provided by you during the registration process is true, correct and complete.

10. CONFIDENTIALITY. You hereby acknowledge and agree that any and all User Information may be accessed through the Internet, and hereby acknowledge and agree that there can be no assurance that the User Information, or any Information provided to you through the Services, or any communication through E-mail will remain secure. In addition, SupplierGATEWAY® may disclose, sell, license or otherwise commercially exploit User Information to its Related Parties, as well as any governmental entity, or other third party (a) for any purpose related to the conduct of SupplierGATEWAY®'s business or to offering, providing or maintaining the Information or Services, (b) 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, or (c) for any other business purpose.

11. 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 Ohio, without regard to conflicts of laws principles thereof. You and SupplierGATEWAY® also agree and hereby stipulate and hereby submit to the exclusive personal jurisdiction and venue of the Common Please Court of Cuyahoga County and the United States District Court for the Northern District of Ohio with respect to such matters. SupplierGATEWAY® makes no representation that materials on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

12. TERMINATION. SupplierGATEWAY® may discontinue or change the Information or the Services, or their availability 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 Information downloaded or printed from the Site. Paragraphs 4,5, 6, 7, 8, 9, 10, 11,13, 16 and 17shall survive termination of this Agreement.

13. 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.

14. 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. However, for the avoidance of doubt, in the event that a subject is addressed in the Terms of Use for the Site and not in such agreement, then the terms in the Terms of Use of the Site will control. Except as herein provided, no waiver, modification or amendment of any provision of the Terms of Use shall be effective against SupplierGATEWAY® unless the same is in writing and signed by an authorized official of SupplierGATEWAY®. Should any term or provision in the Terms of Use be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.

15. WAIVER. SupplierGATEWAY®'s failure to insist at any time upon strict compliance with any provision of the Terms of Use, or any delay or failure on SupplierGATEWAY®'s part to exercise any power or right given to SupplierGATEWAY® in the Terms of Use, or a continued course of such conduct on SupplierGATEWAY®'s part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. 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.

16. 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.

17. 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. Under no circumstances is SupplierGATEWAY required to enter into a contract or agreement with you based on the fact that you use the Site. 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.