Terms of Use

ACCEPTANCE – YOU MUST READ THIS TERMS OF USE (“TOU”) IN ITS ENTIRETY BEFORE UTILIZING ANY KETERA ON-LINE SUBSCRIPTION SERVICE:

Ketera, Inc. and/or its affiliates (“Ketera”) provides to Subscribers of its Service certain web-based commerce-facilitating applications, on a subscription basis, as further set forth at www.ketera.com ("Service/s"), and hosting for such Services on Ketera’s website ("Site") subject to the terms and conditions of the On-Line Subscription Agreement and these Terms of Use (“TOU”). A “Subscriber”, for purposes of this TOU, may be either a buyer or seller of products and services using the Ketera Service and Site. Ketera does not represent, endorse or act as an agent for any Subscriber, as either a seller or a buyer, in any transactions conducted in use of the Service or the Site, or contracts processed as a result of a Subscriber using the Service or the Site. Ketera does not charge any commissions to Subscribers, either as a buyer or seller, from any transactions or contracts resulting from Subscribers using the Service or the Site. All terms not defined in this TOU document shall have the meanings ascribed to them in the On-Line Subscription Agreement which, by use of the Service and the Site, Subscriber agrees to and accepts.

GENERAL TERMS OF USE FOR ALL KETERA SERVICE/S:

SUBSCRIBER CONTENT

If a Subscriber posts any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), in connection with the Service, Subscriber grants Ketera a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any media. Subscriber grants Ketera and sublicenses the right to use the name that Subscriber submits in connection with such Content. Ketera’s use of Subscriber’s Content and other information shall at all times be subject to Ketera’s Privacy Policy set forth in the following link. Subscriber represents and warrants that Subscriber owns or otherwise controls all of the rights to the Content that Subscriber posts; that the Content is accurate; that use of the Content Subscriber supplies does not violate this policy and will not cause injury to any person or entity; and that Subscriber will indemnify Ketera for all claims resulting from Content Subscriber supplies. Ketera may, but is not obligated to, monitor the posting activities of Subscribers and may in its sole discretion, edit, remove any Content and/or restrict a Subscriber’s ability to post Content. Ketera is not liable in any way for any Content, including (without limitation) any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use or reliance on Content. Subscriber agrees to evaluate and bear all risks associated with the use or reliance on any Content.

Subscriber's use of the Service and the Site shall not contain, submit or post any information or Content that: (a) is fraudulent or makes fraudulent offers of items or involves the purchase or sale, or attempted purchase or sale, of counterfeit, stolen or items whose sales and/or marketing is prohibited by applicable law or promotes illegal activities; (b) is a scheme, or part of a scheme, to commit fraud on other subscribers and/or on other users; (c) infringes or otherwise abets or encourages the infringement or violation of any third party's intellectual property rights, including but not limited to copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy; (d) violates any applicable law, statute, ordinance or regulation (including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising) and directly or indirectly exports, re-exports or products, technology or software received or shipped pursuant to a transaction in violation of any applicable export control law or regulation of the United States or any other country having jurisdiction over the transactions; (e) is defamatory, libelous, unlawfully threatening or unlawfully harassing; (f) is obscene or contains or infers any pornography or sex-related merchandising or any other content, or otherwise promotes sexually explicit materials or materials harmful to minors; (g) promotes or endorses discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (h) constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability; (i) copies, reproduces, exploits or expropriates Ketera 's various proprietary directories, databases and listings; (j) involves any computer viruses or other destructive devices and codes that may have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; or (k) involves any scheme to undermine the integrity of the computer systems or networks used by Ketera and/or any user of the Service. No Subscriber shall attempt to gain unauthorized access to Ketera’s computer systems or networks other than what is allowed through use of the Service.

DISCUSSION BOARDS

Ketera may provide to Subscribers discussion boards on the Site to promote and encourage open, honest and respectful communication between Subscribers. All Content, whether publicly posted or privately transmitted through a discussion board on the Site, shall be the sole responsibility and liability of the posting Subscriber. Ketera does not control the Content posted or transmitted through any discussion board on the Site, and does not guarantee the accuracy, integrity or quality of such posted or transmitted Content. Ketera does not pre-screen Content posted or transmitted through any discussion board on the Site. Ketera may, but is not obligated to, monitor the posting activities of Subscribers and may in its sole discretion, edit, remove any Content and/or restrict a Subscriber’s ability to post Content through the discussion boards. Subscriber understands it may be exposed to Content on the discussion boards that is offensive, indecent or objectionable. Subscriber shall indemnify Ketera from any and all third party claims arising from any Content that Subscriber uploads, posts or e-mails on or through the discussion boards.

LEGAL COMPLIANCE

Subscriber may not post or request a bid for any item that is restricted or prohibited by a federal, state or local law in any country or jurisdiction. Ketera functions as a global marketplace, thus the posting, bidding or selling of items may be prohibited due to laws outside of the jurisdiction where Subscriber resides. Subscriber is solely responsible for determining applicable laws and complying with all laws in all the jurisdictions in which it expects to do business. Additionally, certain categories of postings which may not be prohibited by law in all jurisdictions, have been deemed inappropriate for posting on the Site. These categories include but are not limited to (a) Items that encourage illegal activities; (b) Items that are racially, religiously or ethnically derogatory, or that promote hatred, violence, racial or religious intolerance; (c) giveaways, lotteries, raffles, or contests; (d) stocks, bonds, investment interests, and other securities; (e) pornographic materials or items that are sexual in nature; (f) Items that do not offer a product or service for sale, such as advertisements solely for the purpose of collecting user information. Ketera, in its sole and exclusive discretion, reserves the right to impose additional restrictions and prohibitions. If Subscriber is under 18, Subscriber may use the Service only with involvement of a parent or guardian. Without limiting other remedies, Ketera may limit, suspend or terminate the Service and any user accounts, prohibit access to the Site and its content, services and tools, delay or remove hosted Content, and take all necessary technical and legal steps to keep users off the Service and the Site if Ketera reasonably believes that there has been a violation of the TOU, or if Subscriber’s use of the Service or the Site is otherwise creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of this TOU.

RESERVATION OF RIGHTS

Ketera reserves the right to make changes to the Site, its policies, and this TOU at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

SITE USAGE

The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Ketera. Users may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Ketera without express written consent. Users may not use any meta tags or any other "hidden text" utilizing Ketera's name or trademarks without the express written consent of Ketera. Users are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Ketera.com so long as the link does not portray Ketera, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. Users may not use any Ketera logo or other proprietary graphic or trademark as part of the link without express written permission.

PRIVACY

Please review Ketera’s Privacy Policy, which also governs a Subscriber’s visit and use of the Site and Services, located at: www.ketera.com/company/about-us/privacy-policy.

ELECTRONIC COMMUNICATIONS

When a Subscriber visits the Site or sends e-mails to Ketera, the user is communicating with Ketera electronically. By doing so, the Subscriber consents to receiving communications from Ketera electronically. Ketera will communicate with Subscribers by e-mail or by posting notices on the Site. Subscriber agrees that all agreements, notices, disclosures and other communications that Ketera provides electronically satisfy any legal requirement that such communications be in writing.

 

SUPPLEMENTAL TERMS OF USE BASED ON SPECIFIC SERVICE/S:

Supplemental Terms of Use for the “Ketera Network Service”:

If Subscriber is accessing and using the Ketera Service known as “Network Service”, the following supplemental terms shall also apply: A material requirement of the Network Service is that all suppliers that are targeted by Subscriber or by Subscriber’s customers (“Target Supplier/s”) for product fulfillment and sales through the Service must be registered suppliers of the Service. Ketera will allow each Target Supplier up to three (3) completed sales transactions on the Service before requiring that such Target Supplier be registered, but after the third transaction, the Target Supplier may be contacted by Ketera to complete the Target Supplier’s sign-up process in order to continue to be able to provide products and fulfill orders through the Ketera Service. Subscriber agrees to authorize such contact with Target Suppliers and to communicate this requirement to its own customers and to obtain all necessary permissions from its own customers, to allow Ketera to make contact with the Target Suppliers to complete the sign-up process as described above. A failure of Subscriber to allow this Target Supplier access, may lead to a suspension or termination of the Service. The Ketera Network Service may include any of the following Ketera components, and therefore, the foregoing terms may also be applicable, based on actual Services.

Supplemental Terms of Use for the “Ketera Sourcing Service”:

If Subscriber is accessing and using the Ketera Service known as “Sourcing”, the following supplemental terms shall also apply: Subscriber may choose an available Sourcing Package . Each Sourcing Package includes a twelve (12) month subscription to that selected Sourcing Package, and on-line 24x5 technical support. Additional optional support services are available as described at www.ketera.com/sourcing.

Specific Terms of Use for the “Ketera Procurement Service”:

If Subscriber is accessing and using the Ketera Service known as “Ketera Procurement”, then the following additional terms apply: “Products” means any and all goods or services available from Suppliers for sale via the Ketera Procurement module. “Supplier/s” means third party businesses that make their Products available for purchase on through the Ketera Procurement module. “Transaction” means an order initiated by Subscriber through the Ketera Procurement module for the procurement of Products that is accepted by a Supplier. Subscriber will submit orders for Products through the Ketera Procurement module. All changes, returns, and cancellations are subject to the policies and fees of the applicable Supplier and shall be enforced between Subscriber and the applicable Supplier. Title and risk of loss for any returned Products shall be as provided for in the applicable Supplier’s policy. Ketera Procurement module is only a conduit through which Subscriber and Suppliers can negotiate and enter into Transactions for the purchase and delivery of Products. Ketera is not a party to the Transaction between Subscriber and Suppliers. Ketera assumes no responsibility of any kind or under any theory of liability for: (i) Any issues or claims related in any way to Products offered or sold through the Ketera Procurement module, or (ii) The actions or policies of customers (including Subscriber) purchasing Products or Suppliers selling Products through the Ketera Procurement module. Subscriber acknowledges that Ketera does not and will not under any circumstances take or assume title to or assume the risk of loss in connection with Products sold or distributed by Suppliers or made available through the Ketera Procurement module. Any and all warranties, obligations and/or support offered for the Products, in connection with the use and/or sale of Products or made available for the Products through the Ketera Procurement module, are provided through and the responsibility and liability of the applicable Supplier and/or its manufacturers. In no event will Ketera be responsible for such warranties, obligations and/or product support. Further, Ketera shall not be liable to or responsible for the quality, safety, lawfulness or availability of the Products, or the ability of Suppliers or buyers to complete a sale or purchase. Ketera does not represent any Supplier or buyer in any Transaction. Subscriber acknowledges it may be at risk dealing with people acting under false pretences. Ketera does not confirm each user's purported identity and will not be liable for any Subscriber’s reliance on the Service. Subscriber is solely responsible for all of the terms and conditions of the Transactions, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. Subscriber acknowledges and agrees it is assuming the risks of sourcing, purchase and sale transactions when using the Service. Subscriber expressly agrees that Ketera shall not be liable or responsible for any damages Subscriber incurs as a result of or in connection with any Transaction and shall look to Supplier for any and all recourse, including any warranty or legal obligations concerning the Products.

Specific Terms of Use for the “Ketera Public Catalog Hosting Service”:

If Subscriber (as a “Supplier”) is accessing, using or participating in the Ketera Service known as “Public Catalog Hosting”, then the following additional terms apply: “Product/s” mean any and all goods or services available from Supplier for sale via the Ketera Network. “Supplier” means any Ketera Subscriber that makes their Products available for purchase via the Ketera Public Catalog Hosting Service. For participation in the Ketera Public Catalog Hosting Service, Supplier agrees that a public version of its catalog will be loaded by the Supplier onto the Ketera Network and made available to the general public to search, locate, interact with and eventually transact with Ketera Network members. Each Supplier will be responsible for loading, updating and maintaining the profile information about Supplier’s organization as well as all content, descriptions, pricing, images and other information related to their Products in the catalog. Supplier’s participation in the Ketera Public Catalog Hosting Service is subject to the payment of referral fees for Completed Transactions as further described herein. A “Completed Transaction” means a completed Order of Supplier’s Product/s by a Ketera Procurement Subscriber (as a “Purchaser”) using the Ketera Network. For each Completed Transaction, Supplier agrees to pay to Ketera a referral fee (“Referral Fee/s”) as described below:

The Referral Fee shall be in the amount of 3.5% of the total Order Amount. The “Order Amount” is the total amount of an order for Products (“Order”) for a Completed Transaction, net of shipping and applicable taxes. At the end of each calendar month, Supplier will be invoiced for the total sum of all Referral Fees due to Ketera based on all Completed Transactions occurring during the preceding calendar month. Supplier agrees to pay such Referral Fee invoices net fifteen (15) days from receipt of invoice. Ketera shall have the right to suspend or remove Supplier from the Ketera Network for the non-payment of Referral Fees. All Referral Fees are non-refundable. Supplier acknowledges and agrees that Referral Fees associated with these Orders shall not be refundable, even if Supplier is obligated to provide a refund to the Purchaser. Furthermore, this is strictly a referral arrangement and Ketera does not represent any Supplier or Purchaser in connection with any Order or Completed Transaction. Supplier is solely responsible for the terms and conditions of all Orders and Completed Transactions, including, without limitation, terms regarding payment, changes, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage as well as cancellations, disputes and all other issues in connection with any Supplier Products, any Order or any Completed Transaction. Supplier acknowledges and agrees that it is assuming all the risks of sale transactions when using the Ketera Service. Supplier expressly agrees that Ketera shall not be liable or responsible for any costs of any kind or nature that Supplier incurs as a result of or in connection with any Order or Completed Transaction using the Ketera Network.