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CommercePoint, Inc.
Terms Of Use

CommercePoint, Inc. ("CommercePoint" or "CP") provides its service to you subject to the following Terms Of Use ("TOU"). In addition, when using specific CommercePoint services, you and CommercePoint will be subject to any guidelines or rules applicable to these services which CommercePoint may communicate to you or post from time to time. These guidelines or rules are considered included in the Terms Of Use.

Permission to use all documents, including white papers, press releases, datasheets and FAQs (collectively "Documents"), from this server ("Server") is granted, provided that: (1) the copyright notice reproduced below appears on all copies of Documents along with the phrase "Reproduced by Permission", (2) Documents from this Server be used solely for informational, non-commercial or personal use, (3) Documents will not be used, reproduced, copied, displayed, performed or posted on any network computer or broadcast in any non-print media, and (4) Documents are not modified in any manner whatsoever. Any use of Documents for purposes other than those listed herein is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

Documents specified above do not include the design, method or layout of the CommercePoint's website or any other websites owned, operated, licensed or controlled by CommercePoint (collectively "CommercePoint Websites"). Elements of CommercePoint Websites are protected by trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any CommercePoint Website may be copied or retransmitted unless expressly permitted by CommercePoint in writing.

1.  AGREEMENT.

This Agreement sets forth the terms and conditions under which CommercePoint makes its electronic quotation services and Software available to You. By clicking to select the check box with the button that reads "I have read and I accept all of the terms and conditions of the CommercePoint's Terms Of Use" on the signup form, You are entering into this Agreement with us, and indicating that You agree to be bound by these terms and conditions. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK THE BUTTON BELOW THAT READS "I DO NOT ACCEPT THESE TERMS AND CONDITIONS" AND DO NOT PROCEED WITH THE SIGNUP PROCESS. 

2.  USE AND SERVICE.

(a)  Description of Service. This Agreement covers CommercePoint's electronic quotation services SuperQUOTE(TM).  Unless explicitly stated otherwise, any new features that augment or enhance the current service, including any new CommercePoint services, will be subject to the TOU.  CommercePoint makes its electronic quotation services available at a number of different levels. These levels offer different amounts of data storage and functionalities.  Our services enable Buyers and Sellers to transact Requests and Quotes online.  We have no control over the quality, safety or legality for the products and/or services transacted and we are not a guarantor of performance with respect to any agreement between a Buyer and Seller.  We do not become involved in user-to-user dealings or disputes arising there from. We cannot and do not try to control all the information that is made available through our services.  It is possible that information supplied by our Subscribers/Members may be offensive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled.  CommercePoint does not endorse and is not responsible for the accuracy or reliability of any information submitted through our web site.

(b)  Equipment and Access. You are responsible for providing all equipment and services necessary for using the World Wide Web, such as a computer, telecommunications equipment and access to the Internet.

(c)  Provision of Service. Upon acceptance of this Agreement and completion of the registration process (including selection of a username and password for the Service), You will have opened an account ("Account") with CommercePoint and become a subscriber/member to the Service.

(d)  General Practices. You acknowledge that CommercePoint may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that content (including email messages) will be retained by CommercePoint, the maximum, size of any email message and quotation data that may be sent from or received by Your Account, and the maximum size of any email message and quotation data that may be sent from or received by Your Account.

3.  USE OF SERVICE.

(a)  Passwords and Security. CommercePoint is entitled to act on instructions received under your username and password. You are responsible for maintaining the confidentiality of your username and password. You may authorize other individuals to them, but You assume all risks associated with doing so and remain solely responsible for all activity on your Account.

(b)  Availability of Service. Although CommercePoint will use commercially reasonable efforts to make the Service available without temporary interruption (except for scheduled maintenance downtime), COMMERCEPOINT ASSUMES NO RESPONSIBILITY FOR LOSS OR DAMAGE RESULTED FROM ANY INTERRUPTION OR SUSPENSION OF THE SERVICE FOR ANY REASON.

(c)  Data Storage and Content. Although CommercePoint will use commercially reasonable efforts to store the data that You provide under this Agreement, COMMERCEPOINT ASSUMES NO RESPONSIBILITY FOR LOSS OR DAMAGE TO THAT DATA.  You acknowledge that password-protected security systems are subject to unauthorized access so that it is possible for an unauthorized third party to access, view, copy, modify and distribute any data in Your Account. You are solely responsible for obtaining rights, as applicable, to the data and files in Your Account and for ensuring that such content is not and Your use of the Service is not illegal or for an illegal purpose, misleading or fraudulent, libelous, violative of the intellectual property of others, does not include any viruses, worms or similar contaminating or destructive aspects, is not for spamming or other use that may disrupt the Service or networks through which the Service is accessed. You also agree not to access or attempt to access any Service account for which You have no access authorization or gain unauthorized access to any of the servers or systems controlled by CommercePoint.

(d)  Export Control. The Software uses cryptography to protect the personal information. Software incorporating cryptography technology is regulated by the applicable U.S. and foreign law. The software uses cryptography to protect the personal information You submit using the Service. By accepting the terms of this Agreement, You acknowledge that software incorporating cryptography is controlled under the Export Administration Regulations and understand that You cannot export or re-export the software to any other user without receiving a license or other authorization. You also acknowledge that the Software is not intended for use by a government end-user, as defined under the regulations, or any entity prohibited under U.S. law. Prohibited entities include any end-user in a restricted country (Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, Yugoslavia (Serbia), and Taliban-controlled regions of Afghanistan), and restricted end-users on the Denied Persons List or List of Specially Designated Nationals.

4.  SERVICE FEE.

(a)  Service Fee. Service Fee means fees that CommercePoint charges that includes but not limited to Membership/Subscription Fees, Transaction Fees and Advertising Fees.  If You are registering for a fee-based Service or upgrading your Service from a free Service to a fee-based Service, and or if you submitted a quote and your quote was selected by the buyer, and or if you obtained an order as a result of utilizing CommercePoint's services, You agree to pay all service fees.  Transaction Fees are based on the total amount of the quote price or total value of the request whichever is greater.  The basis and amount of service fees are set forth in the Vendor Program Details section of the CommercePoint site.

(b)  Price Change.  CommercePoint reserves the right to change prices or institute new charges for access to or us of Service at any time.  All changes will be posted by CommercePoint on the Website or Email to you, and you are responsible for reviewing the pricing information and select to enroll or decline the new fee structure.  It is your responsibility to notify to notify CP via email if you wish to decline and terminate your account.    

(c)  Payment; Credit Card Authorization. If you selected to pay by Credit Card Option, you authorize CommercePoint to charge your registered credit card on a recurring basis the Service Fee in accordance with the Fee Schedule. You will be charge a transaction fee when your quote is selected by the buyer even though the delivery of the product or service may take place over time. If any taxes, customs duties or other similar charges are imposed on any of the fees payable hereunder, You shall be responsible for the payment of such taxes and You authorize CommercePoint to charge your credit card for such amounts in addition to the Service Fees. Payments shall be made in U.S. dollars.

(d)  Payment; Electronic Invoice. If you selected to pay by Electronic Invoice, you will be invoice every month via Email on a recurring basis the Service Fee in accordance with the Fee Schedule and or You will be invoice a transaction fee when your quote is selected by the buyer even though the delivery of the product or service may take place over time.  If any taxes, customs duties or other similar charges are imposed on any of the fees payable hereunder, You shall be responsible for the payment of such taxes.  You agree to maintain a valid Email account in order to accept Electronic Invoice.  Payments shall be made in U.S. dollars.

(e)  Credit Card Generally. As a condition to your right to use the Service, You must provide us with a valid credit card number belonging to you to verify your identity.  In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize CommercePoint, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. These steps may include checking with third parties, such as a credit bureau or a credit card issuer. 

(f)  Interest. If CommercePoint cannot charge your credit card or receive payments for any of the fees set forth in this Agreement due to an insufficient balance on your credit card or for any other reasons attributable to You, the unpaid balance of such fees shall be subject to a late-payment penalty charge of one and one-half percent (1.5%) per month (or, if less, the maximum allowable by applicable law) for the remaining balance. You shall pay all of CommercePoint's cost and expenses (including reasonable attorney's fees) to enforce and preserve CommercePoint's rights under this subsection (f). 

(g)  No Offset. Service Fees due under this Agreement may not be withheld or offset by You for any reason.

5.  SOFTWARE AND SERVICE LICENSE.

(a)  Right to Use. Subject to the terms and conditions of this Agreement, CommercePoint grants You a limited, non-exclusive, non-assignable, non-transferable, non-sub licensable license to use the Software to access and use the Quote Service for use on your computing and communications devices only for electronic quotations. You agree that You will not reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Software. 

(b)  Ownership of Software and Services. CommercePoint shall retain sole and exclusive ownership of all right, title and interest in and to the Software and Services. All rights not expressly granted hereunder are reserved by CommercePoint. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, the Software or Services or any portion thereof, including without limitation any content other than your personal quotation content displayed in connection with the Services.

(c)  Trademark Notice.   " CommercePoint, Inc.", CommercePoint logo, "CommercePoint", "CommercePoint.com", "CommercePoint.net", "SuperQUOTE", "SuperQUOTE Network", "SuperQUOTE.net", and "SuperFLOW" are trademarks and/or service marks of CommercePoint.  Unless otherwise noted on the Site, all other trademarks, service marks, and logos used in this Site are the trademarks, service marks or logos of their respective owners.  

6.  END-USER INFORMATION. 

(a)  Use and Disclosure. CommercePoint understands that certain information it obtains from You as a result of providing the Service, both during registration ("Registration Information") and through your use of the Service ("Electronic Quotation") is your personal information. We will use the Registration Information and Quotation Information in accordance with our Privacy Policy as it may be modified from time to time. Notwithstanding anything to the contrary stated in this Agreement, the Privacy Policy, or elsewhere, CommercePoint has no responsibility of nondisclosure or confidentiality with respect to Registration Information that is in or enters the public domain without breach of this Agreement, that it receives from a third party without restrictions on disclosure, or that CommercePoint obtains independently. 

(b)  No Breach of Privacy. You acknowledge and agree that our collection and use of Registration Information, and our operation and provision of the Service and Software, as contemplated in 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.

7.  TERMINATION OF SERVICE.

CommercePoint may terminate this Agreement immediately, for any reason or no reason in its sole discretion without liability to You or any third party upon notice to You, which notice will be deemed to be devoir any fees which You may have paid in advance. Upon termination of your account, You shall remain liable for all fees incurred or accrued by You. Upon expiration or termination for any reason, You are no longer authorized to use the Service or Software. When this Agreement is terminated and/or Your Account is canceled, You will no longer have access to data, messages, files and other material You have stored on the Site and that material may be deleted by CommercePoint. The following sections of this Agreement shall survive expiration or termination of the Agreement: 5(b), 5(c),6, 9, 10, 11, and 12.

8.  MODIFICATION OF AGREEMENT.

CommercePoint may modify this Agreement by, five (5) calendar days before the new terms and conditions are to become effective, posting the new terms and conditions in the same location as the previous terms and conditions were posted and informing You of the modification via a general notice which may be provided by any reasonable means, including without limitation by e-mail to the e-mail address provided by You in registering for the Service or by general posting on this page. Once You have signed up for the service, You may access this page at any time at www.CommercePoint.com/terms.shtml.  If You continue to use the Service, then You will be considered to have accepted the modifications. You agree to check this web site for notices, and that You will be considered to have received a notice when We have made it available to You by posting on the web site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, THEN YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND CEASE USING THE SERVICE.  IT IS YOUR RESPONSIBILITY TO NOTIFY COMMERCEPOINT VIA EMAIL WHEN TERMINATION IS DESIRED.  

9.  WARRANTY DISCLAIMER.

(a)  You represent and warrant to CommercePoint that You shall comply with all applicable laws, statutes, ordinances and regulations regarding Your use of our Services and Your access, transmittal, storage and use of data using the Services. You are responsible for compliance with applicable local laws, keeping in mind that use of the Service may not be legal by certain persons or in certain countries (see, for example, Section 3(d) Export Control).

(b)  You acknowledge that availability of the Service is subject to many factors outside of CommercePoint's control, including the availability of connection services to and within the Internet and to other network functions within and around the Internet, and to equipment that, by its nature, is not fault-tolerant. As a result, CommercePoint cannot warrant that the Service will be secure or be continuously available. THE SERVICE AND THE SOFTWARE ARE PROVIDED AND LICENSED TO YOU "AS IS." YOU USE THE SERVICE ENTIRELY AT YOUR OWN RISK. WE HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICE AND SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY COMPANY, OR ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. COMMERCEPOINT DOES NOT WARRANT THAT THE SERVICE OR ITS USE BY YOU WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, SECURE, VIRUS FREE, ERROR FREE OR AVAILABLE AT ANY TIME OR THAT DATA PROVIDED BY YOU TO COMMERCEPOINT WILL NOT BE LOST OR CORRUPTED.

10.  LIMITATION OF LIABILITY AND INDEMNITIES.

(a)  IN NO EVENT SHALL COMMERCEPOINT HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY AND WHETHER IN BASED CONTRACT, OR TORT (INCLUDING NEGLIGENCE). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COMMERCEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b)  Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental, consequential or certain other damages. Accordingly, some of the limitations of Sections 9 and 10 may not apply to You.

(c)  CommercePoint will be become involved in, or accept liability for disputes among Buyers and Vendors.  You agree to defend, indemnify, and hold harmless CommercePoint, its officers, directors, employees and agents, from and against any and all claims, actions, demands, losses, liabilities, costs and expenses, including without limitation, reasonable legal and accounting fees arising out of or relating to any claims, actions or demands brought by third parties resulting in whole or in part from Your use of the Service, the data and content You store, retrieve, or transmit within or to Your Account, or Your violation of this Agreement.

11.  INTELLECTUAL PROPERTY.

(a)  When You submit any information, text, files, links, software, or other materials ("Content") to the Site, You represent and warrant to us that (i) You are the rightful owner of the Content You are submitting, (ii) You have obtained all rights necessary to upload the Content to CommercePoint's servers and grant the rights set forth below, (iii) neither the Content nor the use of such Content in the Service infringes or violates the rights of third parties or any applicable laws. You acknowledge and agree that CommercePoint will have no obligation to enforce, defend or otherwise protect Your rights in uploaded Content and You release CommercePoint and any of its affiliates (and our respective officers, directors, agents, subsidiaries and employees) from and against any and all claims, demands, losses, costs, expenses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Content or disputes with third parties regarding your rights in or to the Content. If You are a California resident, You 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." You further acknowledge and agree that You may be held legally liable for the Content You post on the Site (e.g., if the material You upload infringes someone else's intellectual property rights or defames someone or violates their rights of privacy).


12.  MISCELLANEOUS.

(a) The Site and Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Services, including in regard to quoting, listing and selling items. You may not register under a false name or use an invalid or unauthorized credit card. You may not make quotes under a false name, impersonate any participant, or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and CommercePoint, Inc. will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

(b)  CommercePoint and our users do not tolerate spam. Therefore, without limiting the foregoing, you are not licensed to add a CP user, even a user who has purchased an item from you, to your mail list (email or physical mail) without their express consent.  In order to facilitate transactions among all CommercePoint users, the site and services allow you limited access other users' contact and shipping information. As a seller and as a winning bidder you have access to the buyer's email address and other contact and shipping information.  You agree that, with respect to other users' personal information that you obtain through the Site or through a CP-related communication or facilitated transaction, CP hereby grants to you a license to use such information only for: (a) related communications that are not unsolicited commercial messages, (b) any other purpose that a user expressly agrees to after you tell them the purpose you would like to use it for. In all cases, you must give users an opportunity to remove themselves from your database and or mailing list and a chance to review what information you have collected about them. In addition, under no circumstances, except as defined in this Section, can you disclose personal information about another user to any third party without our consent and the consent of that user. You agree that other users may use your personal information to communicate with you in accordance with this Section. Note that law enforcement personnel, VeRO program participants, and other rights holders are given different rights with respect to information they access.

(c)  Any controversy or claim arising out of or relating to this Agreement, the Site or our Services shall be governed by the laws of the State of Hawaii without reference to conflict of laws principles and without regard to the U.N. Convention on the International Sales of Goods. If You are a resident of the United States, the parties agree to submit to the jurisdiction of the courts of the State of Hawaii with respect to any dispute, claim or controversy arising out of or relating to the Agreement, whether based on contract, tort, or any other legal theory. If You are not a resident of the United States, any dispute, claim or controversy arising out of or related to this Agreement, whether based on contract, tort, or any other legal theory, shall be finally settled by binding arbitration under the then-current rules of the American Arbitration Association by a panel of arbitrators appointed in accordance with those rules. The arbitration shall be held in Honolulu, Hawaii, USA. The award by the arbitrators shall be deemed to be made in the State of Hawaii, USA. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. If any provision of this Agreement is held by an arbitrator or arbitrators of competent jurisdiction to be contrary to law, then such provision(s) shall be construed as nearly as possible to reflect the intentions of the parties with the other provisions remaining in full force and effect.

(c)  You may not assign this Agreement or any of your rights or obligations without the prior written consent of CommercePoint, and any such attempted assignment will be void. Subject to the above, this Agreement will be binding upon the parties' respective successors and permitted assigns. CommercePoint will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by Internet outages, earthquakes, communications outages, fire, flood, war, an act of God or the occurrence of any other any unforeseen contingency beyond the reasonable control of CommercePoint. CommercePoint's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. No amendment or modification hereof will be valid or binding upon either party unless made in writing and signed by the authorized representatives of both parties. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND COMMERCEPOINT WITH RESPECT TO THE SERVICES AND SOFTWARE AND SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN YOU AND COMMERCEPOINT, INC.

 

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Use of this website constitutes acceptance of CommercePoint's
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