Consupro User Agreement
- DESCRIPTION OF SERVICE: The Consupro Service is available only to businesses that can form legally binding contracts under applicable law. We provide members with the technology to create, maintain and access ecommerce applications and administrative services. In order to use this Service, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any Service fees associated with such access. In addition, you must provide and maintain all equipment and software necessary to make a connection to the World Wide Web, including a computer and a modem (at least 56 Kbps recommended) or other access device (DSL, Cable, T-1, etc.), and a Web browser.
- ACCEPTANCE OF TERMS: The Terms and Conditions set forth on this form ("Terms") and any written agreement executed by the Member and Consupro ("Agreement") constitute the entire agreement between the member ("Member") and Consupro ("Consupro"), a wholly-owned division of Yesco Ltd. Consupro will not be bound by any terms on other forms that are inconsistent with these terms. Member's acceptance of these terms is confirmed by signing up for the Consupro Service and selecting "Yes" when submitting a registration application to certify his or her understanding of this User Agreement. Unless explicitly stated otherwise, Consupro reserves the right to update and upgrade the Consupro Internet Site at any time and at our sole discretion without prior notice to the Member, including but not limited to, changes in functionality, member interface, procedure, documentation and/or the Terms and Conditions of this Agreement. If any update, upgrade or modification is unacceptable to the member, the Member's only recourse is to stop using the Consupro Service. Continued use of the Consupro Service following any such changes or the posting of a new Agreement on our site will constitute a binding acceptance of the change. You understand and agree that the Service is provided "AS-IS" and that Consupro assumes no responsibility for loss of business or the timeliness, deletion, mis-delivery or failure to store any member communications, data or personalization settings. The Member may review the most current version of these Terms and Conditions at any time. In addition, when using particular Consupro Services, you will be subject to any applicable guidelines or rules that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Service Agreement. By accessing, browsing, and/or using the Service, you acknowledge that you have read and understood this Agreement and that you and your company agree to be bound by the Agreement and comply with all applicable laws and regulations, including U.S. laws and regulations.
REGISTRATION OBLIGATIONS:
In consideration of your use of the Service, you agree to:
- provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the "Registration Data") and
- maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
Vendor companies are required to upload product samples within seven (7) days of account activation to utilize Consupro services. If a Vendor account is devoid of products after seven (7) days, the registration is automatically deleted. Consupro reserves the right to approve or deny, suspend or terminate Vendor company memberships at is sole discretion.- ORDERS:
The Site is a venue for registered members to
conduct activities pertaining to the Sale or Purchase of Products
posted on the site. The Member understands that Consupro does not
manufacture any product sold on the Site, but rather, facilitates
the creation of Dynamic Online Catalogs (DOCs) and Electronic Order
Forms for Vendors and simplifies the Viewing, Selection and Ordering
process for Buyers. Consupro has no control over the quality, safety
or legitimacy of the products posted, the truth or accuracy of any
item's description, the ability of the Vendor to fulfill the
Sale or the ability of the Buyer to complete the Purchase. Consupro
does NOT qualify Buyers or Vendors. There may be a risk involved
in dealing with people acting under false pretense. In the event
that you may have a dispute with another Member (whether Buyer or
Vendor), you hereby release Consupro, its directors, officers,
employees and/or agents from and against any claim, demands and damages
(actual and/or consequential) of every kind and nature, known and
unknown, suspected or unsuspected, disclosed or undisclosed,
arising out of or in any way connected with such disputes.
- ADMINISTRATOR:
As part of the registration process, the Member will identify one person to act as the administrator (Admin) of the Consupro Service. Subject to the parameters and offerings of the Consupro Service, the Administrator shall be solely responsible for setting forth the procedures and limitations for order placement, approval processes and policies to be used by the Member's employees and/or agents when using the Consupro Service. Consupro does not implement or monitor any such Policies set forth by the Member and has no obligation to determine any such policies.
- PRIVACY POLICY:
Registration Data and certain other information about you are subject to our Privacy Policy. Only your Site Administrator may enter this Registration Data and other information. In utilizing this Service, you are consenting to the use by Consupro of any information collected by or transmitted to the Service as set forth in the Privacy Policy and/or this Agreement. For more information, please see our full Privacy Policy.
- PASSWORD AND SECURITY:
You will have the opportunity to select a password and assign more users upon completing the registration process. Please select a password that would not be immediately obvious to someone trying to guess your password, and change it periodically as an added precaution. You understand that you are fully responsible for maintaining the confidentiality of your password; for all activities that occur under your Member ID; and that your Password may not be disclosed to anyone within your organization without the consent of your Employer. Furthermore, you may never disclose your password to anyone outside your Employer's organization. You agree to
- immediately notify Consupro of any unauthorized use of your password or account or any other breach of security, and
- ensure that you exit from your account at the end of each session.
- transmissions over various networks; and
- changes to conform and adapt to the technical requirements of connecting networks or devices.
- CONDUCT:
You understand that all information including data, images, text, messages and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the Member from which such Content originated and that the Member, not Consupro, is entirely responsible for all Content that the Member sends via the E-Mail messaging system or otherwise transmits via the Service. Consupro does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will
Consupro be liable to you in any way for any Content, including but not
limited to any errors or omissions in any Content, or for any
loss or damage of any kind incurred as a result of the use of any
Content posted, e-mailed or otherwise transmitted via the Service.
You agree to use the Service in a manner consistent with all
applicable laws and regulations. Specifically, you agree not to use
the Service for any unlawful, offensive, harassing, or deceitful
purpose, or to take any action that, in Consupro's sole opinion,
restricts or inhibits other members from using and enjoying the
Service.
You specifically agree not to submit, publish, or display on the Service any defamatory, inaccurate, abusive, obscene, profane, sexually oriented, threatening, racially offensive, or illegal material; nor will you encourage the use of controlled substances. Transmission of material, information or software in violation of any local, state or federal law is prohibited and is a breach of the Service Agreement. You specifically agree not to upload, post or reproduce in any manner any materials protected by copyright without the permission of the copyright owner. You acknowledge that Consupro does not pre-screen Content, but has the right (not the obligation), in its sole discretion, to refuse or remove any Content that violates the Service Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Consupro or submitted to Consupro. You acknowledge and agree that Consupro may preserve Content and may also disclose Content if permitted by the Privacy Policy and/or required by law to:- comply with legal processes;
- enforce the Terms of Service;
- respond to claims that any Content violates the rights of third-parties; or
- protect the rights, property, or personal safety of Consupro, its members and the public.
- PUBLIC CONTENT:
With respect to all Content you elect to post to publicly accessible areas of the Service (accessible areas by the general public such as message boards, forums or member profiles), you grant Consupro the royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, perform and display such
Content (in whole or in part) worldwide and/or to incorporate it in
other works in any form, media, or technology now known or later
developed. You also permit any Consupro member to access, display,
view, store and reproduce such Content for personal use. Subject to
the foregoing, the owner of such Content retains any and all rights
that may exist in such Content.
- INDEMNITY:
You agree to indemnify and hold harmless Consupro, and its
subsidiaries, affiliates, officers, agents, and employees, from any claim, demands, liabilities, costs and expenses including
all attorneys' fees, that any third party may incur from
- the use of any Product purchased using the Service,
- the Member's failure to comply with any applicable laws and regulations or
- the Member's breach of any of its obligations set forth in these Terms or
- arising out of Content you submit, post or transmit through the Service, your use of the Service, your connection to the Service, your violation of the Service, or your violation of any rights of another Member or individual.
- CONSUPRO'S PROPRIETARY RIGHTS:
You acknowledge and agree that the Service and any necessary software used in connection with the Service contain proprietary and confidential software information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content
contained in sponsor advertisements or information presented to you
through the Service or by advertisers is protected by copyrights,
trademarks, service marks, patents or other proprietary rights and
laws. The Member does not acquire any right, title or interest in or to any of the content as a result of using the Service or otherwise. Except as expressly authorized by Consupro or advertisers, you agree not to modify, rent, lease, loan, grant a security interest in, sell, resell, distribute or create derivative works based on the Service or the Software, in whole or in part. Consupro grants you a limited, personal, non-exclusive, non-transferable, revocable right and license to use the object code of its Software on a single computer provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, and/or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You further agree not to reproduce, duplicate, copy or exploit for any commercial purposes, any portion of the Service. You are prohibited and shall prohibit others from modifying, translating, decompiling,
disassembling, reverse engineering (examining or analyzing the Service to
determine its source code, structure, organization, design, algorithms or encryption devices) or otherwise attempting to derive the source code for the operation of the Service or creating derivative works based on the Service or parts of the Service. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including without limitation for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Consupro for access. Consupro has the right to terminate the license of any member at any time for failure to comply with these restrictions and/or for any or no other reason at its sole discretion.
- NO RESALE OF SERVICE:
We grant to you a limited,
non-exclusive, non-transferable, revocable license to use the
Service only for the intended purposes of the Service. Member does
not acquire any right, title or interest in or to any of the
content as a result of using the Service or otherwise. As a
licensee, you may not sub-license, rent, lease, grant a security
interest in, sell, resell, or otherwise transfer any rights you may have or permit third parties to use the Service. You further agree
not to reproduce, duplicate, copy or exploit for any commercial
purposes, any portion of the Service. You are prohibited and shall
prohibit others from modifying, translating, decompiling,
disassembling or reverse engineering or otherwise attempting to
derive the source code for the operation of the Service or creating
derivative works based on the Service or parts of the Service
(reverse engineering means examining or analyzing the Service to
determine its source code, structure, organization, design,
algorithms or encryption devices). Consupro has the right to
terminate the license of any member at any time for any or no
reason, solely in its discretion.
- USAGE AND STORAGE:
You acknowledge that Consupro may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days
that orders, messages or other uploaded Content will be retained by
the Service, the maximum number of messages that may be sent from
or received by an account on the Service, the maximum size of any
message that may be sent from or received by an account on the
Service, the maximum disk space allotted for your use on Consupro's
servers on your behalf, the maximum number of times (and the
maximum duration for which) you may access the Service in a given
period of time, the maximum time during which your use of your
Consupro account may remain inactive and the price you are asked to
pay to use the Service. You agree that Consupro has no
responsibility or liability for the deletion or failure to store
any messages and other communications or other Content maintained
or transmitted by the Service. You acknowledge that Consupro
reserves the right to log off accounts that are inactive for an
extended period of time. You further acknowledge that Consupro
reserves the right to change these general practices and limits at
any time, in its sole discretion, with or without notice.
- TERMINATION:
The license granted to you will automatically
be revoked upon termination of your account. You agree that
Consupro, in its sole discretion, may terminate your password,
Member account (or any part thereof) or use of the Service, and remove and discard any data stored within the Service, for any reason,
including, without limitation, for lack of use and/or if Consupro
determines or has reason to believe that you have violated or acted inconsistently with the letter or spirit of the Service Agreement. Consupro may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You acknowledge and agree that any termination of your access to the Service under any
provision may be effected without prior notice, and that Consupro
may immediately deactivate or delete your account and all related
content as well as prevent any further access to the Service. Further, you
agree that Consupro and/or its subsidiaries, officers, and
employees shall not be liable to you or any third-party for any
termination of your access to the Service. Consupro and/or its
subsidiaries, officers, and employees shall have no obligation to a Member
following any termination of Membership. If you wish to terminate your account, you may do so only in accordance with the procedures outlined in our
Pricing Policy.
- FEES:
Vendor shall pay to Consupro a monthly, quarterly or annual fee for use
of the Consupro Service, payable in advance. Consupro reserves the
right to change the fees or applicable charges and to institute new
charges at any time, upon 30 days prior notice to the Vendor
(which may be sent by e-mail). The fees will automatically be
charged monthly in accordance with the level of service to which the Member subscribes. The Member's Consupro Service account will be considered delinquent if payment is not received for any reason and that amount remains unpaid at the beginning of the next accounting cycle. Consupro shall have no obligation to provide access to any employees or agents of a Member whose payment has not been received on a timely basis. Consupro may impose a charge to restore archived data from delinquent accounts. If you believe Consupro has billed you incorrectly, you must contact Consupro no later than 21 days after the closing date on the first billing statement in which
the error or problem appeared, in order to receive an adjustment or
credit. Inquiries should be directed to the Consupro Service Center.
- MODIFICATIONS:
Consupro and/or its subsidiaries, officers, and employees reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Consupro may, but
shall have no obligation to, contact you to provide information
about changes to the Service. You agree that Consupro and/or its
subsidiaries, officers, and employees shall not be liable to you or
to any third party for any modification, suspension or
discontinuance of the Service.
- ADVERTISERS AND SERVICE PROVIDERS:
Your correspondence or business dealings with, or participation in promotions of, advertisers or Service providers found on or through the use of this Service, including payment and delivery of related goods or Services, and any other terms, conditions, warranties or representations
associated with such dealings, are conducted solely between you and such
advertisers or Service providers. You agree that Consupro and/or its
subsidiaries, officers, and employees shall not be responsible or
liable for any loss or damage of any sort incurred as the result of
such dealings or as the result of the presence of such
advertisers or Service providers on the Service.
- RELATIONSHIP WITH MEMBERS:
Member acknowledges and agrees that Consupro has no relationship whatsoever with the Vendor(s) with which the Buyer wishes to place orders. Buyers must develop their own relationship with Vendors, separate and apart from their relationship with Consupro. Consupro will have no liability with respect to any failure by the Buyer or the Vendor to complete any intended transaction, or for any results consequent to the completion of such a transaction.
- LINKS:
The Service or third parties may
provide links to other Web sites or resources. Because Consupro
and/or its subsidiaries, officers, and employees have no control
over such sites and resources, you acknowledge and agree that
Consupro and/or its subsidiaries, officers, and employees are not
responsible for the availability of such external sites or
resources, and do not endorse and are not responsible or liable
for any Content, advertising, products, or other materials on or
available from such sites or resources. You further acknowledge and
agree that Consupro and/or its subsidiaries, officers, and
employees shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused
by or in connection with use of or reliance on any such Content,
goods or Services available on or through any such site or
resource.
- DISCLAIMER OF WARRANTIES:
Consupro DOES NOT warrant that its products and services will necessarily meet your requirements or that the operation of its products and services will be uninterrupted or error-free. EXCEPT AS PROVIDED IN THIS SECTION 20, CONSUPRO EXCLUDES AND EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING WARRANTIES OF NONINTERFERENCE AND NONINFRINGEMENT, MERCHANTABILITY AND MERCHANTABILITY OF COMPUTER PROGRAM, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM INTEGRATION.
Any material downloaded or otherwise obtained through the use of the service is utilized at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that may result from the utilization of any such material. - LIMITATION OF LIABILITY:
You acknowledge that use of the Website is subject to the inherent risks of the internet, which may include unauthorized,
harmful and invasive computer programs and codes ('Viruses') transmitted by third parties.
We will use industry standard anti-virus software and security measures consistently to protect the Website
against viruses but it is your responsibility to ensure that you have anti-virus software and security measures in place
to protect your own business systems against these risks and we shall have no liability to you in respect thereto.
Further, you expressly understand and agree that Consupro and/or its subsidiaries, officers, and employees
shall not be liable to you for any indirect, incidental, special,
consequential, exemplary or other damages, including but not
limited to, damages for loss of profits, goodwill, use, data,
business interruption intangible losses (even if Consupro
has been advised of the possibility of such damages), resulting from
- the use of or the inability to use the service;
- the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained through the Service or from messages received or transactions entered into through or from the service;
- unauthorized access to or alteration of your transmissions or data;
- statements or conduct of any third party on the service; or
- any other matter relating to the service.
- Online Transactions Using Consupro: We care about the safety and security of all transactions that pass through Consupro. Accordingly, we use high-grade encryption and the https security protocol (SSL) to communicate with your browser software. This method is the industry standard security protocol, which makes it extremely difficult for anyone else to intercept the credit card information you send through our shopping cart system.
In addition to maintaining a high level of privacy and security over information you share with us, Consupro only stores part of Buyers’ Credit Card information in its databases. Regardless of how many times they have entered their Credit Card information, Buyers must enter the expiration date and the missing digits of their Credit Cards with each transaction.
Consupro uses the Gateway services of Authorize.net to process credit card transactions which also use high-grade encryption and security protocols. Once transaction information is passed from Consupro’s shopping cart to Authorize.net, only reference logs are kept in Consupro’s database. No other information is stored in Consupro’s databases or passed to anyone. Each vendor must have a Merchant account filed with our gateway provider (Authorize.net) to have Credit Card payment functions enabled for shopping carts. The gateway provider is responsible for providing Detailed Reporting to the Vendors. Consupro has NO access to Vendors Merchant accounts and cannot generate such reports. - NOTICES:
Notices to you may be made via e-mail or regular mail. Consupro may also provide notices of changes to the Service or other matters by displaying notices or links to notices on the Consupro Internet Site.
- TRADEMARK AND COPYRIGHT INFORMATION: Consupro, the Consupro logo, and other Consupro logos and Product and Service names ("Consupro Marks") are trademarks of Consupro, a wholly-owned division of Yesco Ltd. You agree not to display or use the Consupro Marks in any manner without the prior written permission of Consupro. The "bouncing ball" of our logo is based on a design by Elated Communications (www.elated.com), copyright Elated Communications Ltd 1996-2001. Icons created by Mark James of FamFamFam. Content-separated javascript tree widget by Dynamic Drive. Some AJAX functions and effects courtesy of the Yahoo! Interface Library. The Consupro web pages located at www.consupro.net and other related URLs (including all viewable pages, underlying program code and accompanying Services and documentation related to the Consupro web site) are copyright ©2001-2007 by Yesco Ltd. dba Consupro. All rights reserved. Permission is hereby granted to print portions of the Consupro web site for the sole purpose of using the Service, i.e. placing or approving a request or order and/or archiving business records. Any other use of any portion of Consupro
or any other co-branded site established with our partners,
including reproduction for purposes other than those specified
herein, modification, distribution, or publication, are expressly
prohibited without the prior written permission of Consupro.
- GENERAL INFORMATION:
This Service Agreement constitutes the entire agreement between you and Consupro and governs your use of the Service, superceding any prior agreements between you and Consupro. You also may be subject to additional terms and conditions that may apply when you use affiliate Services, third-party content or third-party software. The Service and the relationship between you and Consupro shall be governed by the laws of the State of North Carolina without regard to its conflict of law provisions. You and Consupro agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Mecklenburg, North Carolina. The failure of Consupro to exercise or enforce any right or provision of the Service Agreement shall not constitute a waiver of such right or provision. If any provision of the Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. This Service Agreement does not constitute legal advice. Members of the Service should consult their own counsel for answers to particular legal questions.
Yesco Ltd.
Consupro Division
900 Center Park Dr.
Suite E
Charlotte, NC 28217 USA
Fax: 704.357.6369
Tel: 704.357.6363
Toll Free (US & Canada): 1.800.508.8699
Email: support@consupro.net