3. The Site and Service
Elemica grants you a limited, revocable, nonexclusive license to access the Site, and if you are a registered Elemica user (each a “User”), to access and use that portion of the Service limited to Users, for your own personal use. You may not sub-license your rights hereunder to a third party, and this license does not extend to: (a) access to the Site by posting agents; or (b) any collection, aggregation, copying, duplication, display or derivative use of the Site nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Elemica.
5. Eligibility; Registration
The registration process is initiated when You provide the information specified on the registration page located at http://www.elemica.com. Elemica may, at any time and in its sole discretion, refuse to accept a prospective User and/or limit a User’s use of the Site and/or the Service.
6. Registration Representations
When You register for the Site, You represent and warrant that all of the information You provide as part of that registration is true, complete and accurate. You also agree to notify Elemica immediately at any time information You have provided ceases to be true, complete or accurate.
7. Access Codes
All access codes, user identification numbers and other passwords or security items issued to or provided by Users are referred to herein as “Codes”. User is solely responsible for the use and protection of its Codes and User agrees to take all reasonable precautions to protect the security and integrity of its Codes and to prevent unauthorized use thereof. If User becomes aware of any unauthorized access or use of the Service with its Codes, User will immediately notify Elemica.
8. Access to the Site and Service
- Physical Connection To Site
You are responsible, at Your sole cost and expense, for providing all equipment necessary to access the Internet and the Site. Requirements for access to the Site are available from Elemica.
- Site Availability
While Elemica’s objective is to make the Site accessible 24 hours per day, seven (7) days per week, Elemica may make the Site unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Elemica, access to the Site may be interrupted, suspended or terminated from time to time. You agree that Elemica shall not be liable for any damages arising from any such interruption, suspension or termination of the site.
9. Appropriate Activities
- Applicable Laws
You agree to comply with all applicable local, state, federal, and international laws, statutes, rules and regulations relating to Your use of the Site and the Services.
- Malicious Intent
You agree not to tamper with the software or functionality of the Site or the Services and not to introduce any material into the Site or the Services that contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information. You may not take any action which imposes an unreasonable or disproportionately large load on Elemica’s infrastructure, including, but not limited to, “spam” or other such unsolicited mass e-mailing techniques. You and Your company are responsible for taking all reasonable precautions necessary to ensure the security and integrity of Your system.
- Information; Privacy
You shall not take any action, or omit to take any reasonable action, which would constitute an invasion of privacy of any other user of the Site in any applicable jurisdiction. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.
10. Information on the Site
- Information Provided by Elemica
Although Elemica makes all reasonable efforts to ensure that the content it posts on the Site is up to date and correct, Elemica makes no warranties as to its accuracy. It is up to You to take precautions to ensure that information and content You download or otherwise select for use is free of viruses and other destructive items. All materials on the site are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties or merchantability, fitness for a particular purpose, title and non-infringement.
The Site may contain links to third party websites not under the control or operation of Elemica. Such links are provided only as a convenience and Elemica does not endorse and is not responsible for the contents or any linked site or any link contained in a linked site. Unless You have written authorization from Elemica, You may not provide a hyperlink to the Site from another website. Elemica reserves the right to revoke its consent to any link at any time in its sole discretion.
The security of the Site shall be maintained through the use of various technical controls including passwords and secure socket layer (SSL) which Elemica may employ. However, You acknowledge that Elemica cannot guarantee that the Site, the Service or information transmitted by You to the Site and/or Service will be protected against all third party or other actions beyond its reasonable control.
12. Intellectual Property and Privacy
14. Relationship of the Parties
15. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of laws provisions.
16. Disclaimer of Warranty
You acknowledge and agree that Elemica provides the site and the service on an “as is” and “as available” basis and without warranty or condition, express or implied. You acknowledge and agree that use of the site is at your sole risk. Elemica expressly disclaims all warranties of any kind, including, but not limited to,
- The implied warranties of merchantability
- Fitness for a particular purpose
- Non-Infringement, and
- That services will be continuous, uninterrupted and/or error-free
17. Limitation of Liability
Elemica shall have no liability for any reason and upon any cause of action, including, without limitation, acts or omissions by A) users of the site or B) third parties and outages or non-availability of the site or any portion of the service. You agree that neither Elemica, nor any officer, affiliate, director, equity holder, agent or employee of Elemica will be liable to you or any third party for any indirect, incidental, special, punitive, or consequential damages or lost profits.
You shall indemnify, defend, and hold harmless Elemica, its officers, affiliates, directors, equity holders, agents and employees with respect to any claim, demand, cause of action, debt, judgment or liability, including reasonable attorneys’ fees, to the extent that it is based upon a claim that:
- arises out of or in relation to Your use of the Site and/or the Service and is not caused by the negligence or conduct of Elemica;
- if true, would constitute a breach of any of Your representations, warranties or agreements hereunder; or
- arises out of Your gross negligence, willful misconduct, or abandonment
Elemica may, at its discretion and at its own expense, assist in the defense of any indemnified claim through counsel selected by Elemica. Any settlement intended to bind Elemica shall not be valid or binding on Elemica without Elemica’s prior written consent.
19. Jurisdiction Issues
The Site and the Services may be controlled, operated and administered by Elemica from its offices in Germany and the United States of America and any other location selected by Elemica from time to time. Elemica makes no representations that the Site and Services are appropriate for use in all locations, or that transactions, products instruments or services discussed are available or appropriate for sale or use in all jurisdictions. Those who access the Site and/or use the Service do so on their own initiative, and are responsible for compliance with applicable local laws and regulations.
- No Waiver
- Use of Name
You may not publicly use Elemica’s name, trademarks or logos without Elemica’s prior written consent. In the event Your company has executed a written agreement with Elemica, the terms and conditions set forth in such agreement shall apply to any public statements made by You regarding Elemica.
222 Valley Creek Blvd., Suite 220
Exton, PA 19341 USA
- Entire Agreement
Elemica is committed to protecting and carefully handling the information that You provide and that Elemica maintains about You, Your company, Your accounts and Your transactions (collectively, “Customer Information”). Customer Information also includes information that: (1) is transferred from the European Economic Area (“EEA”) or Switzerland to the United States, (2) is recorded in any form, (3) is about, or relates to, an identified or identifiable customer and (4) can be linked to that customer. Elemica’s approach to responsible data handling is founded on providing notice of Elemica’s information practices and other privacy issues to allow You to make informed decisions regarding Your use of the Site and Services.
Elemica complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection use and retention of personal information from European Union member countries and Switzerland. Elemica has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view Elemica’s certification, please visit http://www.export.gov/safeharbor/
Purpose and Use of Customer Information
To use the Services, You need to register an account with Elemica. You must supply certain identification, contact, and certification information that becomes part of Your account profile. Elemica uses information in Your account profile for nearly every Service that Elemica provides. In addition, Elemica collects certain Customer Information such as name, email address, postal address and telephone number. Elemica does not collect sensitive information as defined by the Safe Harbor framework.
Elemica facilitates transactions between buyers, sellers and/or third party service providers, using the information supplied by the parties themselves. Elemica transfers only the information that is necessary to complete the transaction from You to the other parties involved, and other information that You specifically provide or indicate. You will see the information required for the specific transaction type, and be able to postpone or cancel the transaction at certain decision points. Some of this information may come from You directly, while Elemica may supply other information from Your account profile. If You use any of the notification and documentation features, information about Your order may be transmitted to You via telephone, email, pager, or other wireless device that You have identified to us. The information transmitted through these services may not be able to be protected by Elemica. Also, when You conduct trades and other transactions through the Site, Elemica establishes and maintains appropriate records that become part of the account history for You and for Your trading partners. Elemica may contract with one or more financial services providers to help You manage invoices and payments. Customer Information needed to manage the settlement requirements that You select will be provided to such financial services providers.
Elemica provides a variety of tools that allow You to report and analyze Your use of the Services. Elemica will periodically generate statements for internal use that contain statistical information regarding transaction volume and value. Elemica may periodically report and publish aggregate general performance metrics. Such reports will not contain information that links You to such statistics.
Elemica uses your Customer Information: (1) to respond to or fulfill your requests, (2) to evaluate the quality of our products and services, (3) to communicate with you about our products, services and related issues, (4) to notify you of and administer marketing campaigns, and (5) for internal administrative and analytics purposes and to comply with our legal obligations, policies and procedures. Elemica will disclose your Customer Information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Elemica or the Site; (b) protect and defend the rights or property of Elemica; and (c) act under exigent circumstances to protect the personal safety of users of Elemica, its web sites, or the public. Elemica retains records about customer service and technical service requests that You make. Elemica does not use these records for purposes other than to service Your request, maintain appropriate business records, and assess and improve the Services.
Mandatory and Optional Information
Elemica identifies information that it requires from You that is necessary to provide the Services to You. Whenever Elemica asks for additional or optional information, Elemica identifies that information appropriately so that You know what information is required to provide You the applicable Service.
Elemica offers You choices regarding how Your Customer Information may be used by Elemica. You may use certain public parts of the Site without providing information to Elemica. However, if You want to use the Services, Elemica will request that You provide information about, among other things, You and the company that You represent.
Data Access and Update
Elemica provides You the opportunity to update, amend, delete or correct the Customer Information that You provide to Elemica, and to review Your account and transaction history. Customer Information can be updated at any time by contacting Elemica Client Services via email at email@example.com or via telephone at 1-800-ELEMICA (U.S. and Canada) or 00-800-4-353-6422 (Europe, except Scandinavia). Transaction history can be reviewed at any time by authorized members using the View Reports option of the Members section of Elemica.com.
Data Security and Integrity
Elemica recognizes industry standards and employs security safeguards in an effort to protect Customer Information from loss, misuse, unauthorized access, disclosure, alternation and destruction.
When You provide information to the Site over the Internet, Elemica will store this information on its servers and provide You with cryptographically protected communications services (e.g., using Secure Sockets Layer encryption for Internet communications).
Elemica takes reasonable steps to ensure that Customer Information the company collects is relevant for the purposes for which it is to be used and that the information is reliable for its intended use and is accurate, complete and current. We depend on our customers to update and correct their Customer Information whenever necessary.
Transfer of Data
When You submit Customer Information, You understand and agree that such information may be transferred across national boundaries and may be stored and processed in any of the countries in which Elemica maintains offices, including without limitation, the United States. You also acknowledge that, in certain countries or with respect to certain activities, the collection, transfer, storage, and processing of Your Customer Information may be undertaken by trusted vendors of Elemica.
Consultants and Outsourcers
In some cases, Elemica employs or works with consultants, temporary workers, software developers, or outsourcers to complete a business process or provide a Service (e.g., delivering products, offering online software applications, or sending eMail messages on our behalf). When Elemica employs these agents or offers their services to You, Elemica may need to provide them with information about Your account. Except in limited circumstances, these agents or developers are prohibited through their contracts with us from using that information or disclosing it for purposes other than to offer or complete the service that Elemica is outsourcing.
Change of Control
Your Customer Information may be transferred in connection with a sale, merger, transfer, exchange or other disposition (whether of assets, stock, or otherwise) of all or a portion of a business of Elemica.
Elemica stores the information about its customers, the Site and Services for automated access and processing. Elemica reserves the right to keep records for a period of not less than 20 years as operational records, historical archives, and for analysis and reporting. Elemica will notify You not less than 60 days prior to the destruction of records and will provide You the option of obtaining all of Your records for Your own storage or destruction. You may request that Elemica purge specific information from Elemica’s databases and archives prior to the expiration of the data retention period.
Here is how and why Elemica uses some common Internet technologies to help manage the Site and Services:
- Cookies. A “cookie” is a small piece of information that Elemica may provide to Your browser while You are using the Site or Services. The Site supplies Your browser with cookies that contain a unique identifier used to better understand Site usage in the aggregate.
If You are a registered user, You will receive a session-based cookie when You log in to the Site. This cookie is maintained by Your browser and contains Your identifier. This cookie is also used to authenticate a user’s identity and to provide them with access to areas of the Site that are limited to registered users, such as their own account profiles and account histories.
If You simply want to browse the public areas of our Site, You do not have to accept cookies from Elemica. Should You decide, however, that You would like to register and have access to restricted areas of the Site, You will need to accept the cookies that Elemica sends to your browser. Otherwise, You may not be able to use certain portions of the Site or Services.
Third party tracking systems in use on behalf of the Site may assign different cookies to You. These cookies may be used to track Your involvement with certain links on the Site to help Elemica better understand and improve the Site and Services. You may choose not to accept these cookies and You will still have full access to site functionality. These cookies are not linked to the Customer Information You provide Elemica.
Advertising networks that serve ads on the Site may assign different cookies to You. Those cookies may be used to track Your involvement with the advertising on the Site. You may choose not to accept these cookies. Elemica does not control those parties. You should review their privacy policies to learn more about what, why and how they collect and use information they collect.
- Web Site Usage Data. With or without cookies, Elemica keeps track of usage data, such as the source address that page requests come from, IP addresses and/or domain names, the dates and times of page requests, the names and/or IP addresses of referring web sites, and other parameters in the Uniform Resource Locaters (“URLs”). Elemica uses this data to better understand Site usage in the aggregate. This information is stored in log files and is used for aggregated and statistical reporting. This log information is not linked to other Customer Information.
- Third Party Sites. Elemica may provide links to third party sites, such as those of Elemica’s business partners and customers. On these sites, these parties and others may collect information about You. Elemica is not responsible for the actions of these parties. Elemica encourages You to review their privacy policies to learn more about what, why and how they collect and use information.
- Newsletters. You may subscribe to eMail newsletters and other eMail communications by providing Your eMail address to Elemica. You may unsubscribe by following the instructions provided in each eMail newsletter. With your consent, Elemica may use Your eMail address to send You promotional materials.
- Surveys. From time to time, Elemica may offer You the option to participate in surveys through the Site or through other media. If You would like to participate, Elemica may ask You for contact information, preferences or other information. This information may be used to conduct research, improve Elemica’s offerings, or report customer perceptions and trends.
Enforcement and Oversight
Elemica will conduct compliance audits of its relevant privacy practices to verify adherence to this policy.
Any questions or concerns regarding the use or disclosure of Customer Information should be directed to the Elemica legal department at 222 Valley Creek Boulevard, Suite 220, Exton Pennsylvania 19341 USA. Elemica will investigate and attempt to resolve complaints and disputes regarding the use and disclosure of Customer Information in accordance with the principles contained in this Policy. For complaints that cannot be resolved between Elemica and the complainant, Elemica has agreed to participate in the dispute resolution procedures of the panel established by the European or Switzerland data protection authorities to resolve disputes pursuant to the Safe Harbor principles.
These Guidelines apply to the conduct of Elemica, Inc., including its subsidiaries, and its officers and employees (collectively “Elemica”). They also apply to the activities of all entities utilizing the e-commerce services and functionalities provided by Elemica, including buyers and suppliers (collectively, “Participants”). Elemica continues to further develop and improve its e-commerce services and functionalities and may not have established operational policies for all services and functionalities. Subject to any restrictions expressly stated in these Guidelines, Elemica reserves the right to revise or expand these Guidelines as it deems necessary to reflect new services and functionalities. Elemica will provide conspicuous notice at www.Elemica.com of any such revisions.
1. Access to the Site
- Elemica shall establish legitimate business criteria to control access to the services and functionalities that it offers, and shall apply them in a non-discriminatory manner. Access to the services and functionalities shall be open to qualified Participants and access shall not be denied based on whether the buyer or seller competes with any other participating buyer or seller, or on whether it buys or sells the same goods, materials and services elsewhere that it buys or sells via the services and functionalities offered by Elemica.
- Elemica does not require buyers or suppliers to transact any minimum amount of business via the services and functionalities it offers or to otherwise use those services and functionalities on an exclusive or semi-exclusive basis.
2. Bulletin Boards and Chat Areas
- Bulletin boards, if established, will operate pursuant to appropriate rules, and will have a defined purpose and topic of discussion, approved by Elemica’s General Counsel. Posted messages will be required to relate strictly to the defined topic and may not contain Competitively Sensitive Information.
- Elemica will not establish, or permit the creation of, “chat” areas on the Site that would enable real-time discussions between Participants.
- Elemica will be the sole owner of all transactional information related but not limited to aggregated buying, auctions, catalog transactions, or private area transactions. Elemica may analyze this information for its own purposes (e.g., to offer additional value or new services to its customers by studying the trends and preferences of its users). It is not the current intention of Elemica to sell, publish, or otherwise disseminate or provide access to such information to any person, including Members, Board Managers, Buyers, and Sellers. Elemica will not change that intention without first consulting counsel and ensuring the adoption of adequate safeguards to ensure that such sale or publication is consistent with legal and regulatory obligations.
3. Aggregated Buying
- Elemica may facilitate the aggregation of demand for certain goods, materials and services.
- In facilitating aggregated purchases, Elemica shall not facilitate the aggregation of purchases that might enable a group to exercise unlawful, monopsony or anti-competitive buying power, or might enable a group to coordinate activity in selling final products. To avoid these concerns, Elemica places restrictions on the types and amounts of goods, materials or services for which aggregated purchases are facilitated and limits access to information regarding such aggregated purchases.
4. Utilization of the Services and Functionalities
- Suppliers should provide bids, quotes, information or otherwise offer goods, materials and services for sale via the services and functionalities offered by Elemica only if they have a good faith intention of selling them in connection with those services and functionalities. Buyers should accept bids, quotes or other information regarding materials and services for sale via the services and functionalities offered by Elemica only if they have a good faith intention of actually making a purchase or purchases in connection with those services and functionalities.
- Only buyers and suppliers participating in a particular E-Sourcing Events, or other particular activities via the services and functionalities, and Elemica employees will have access to event or activity specific information.