TERMS OF USE
Effective Date: 5/18/2012
ScanSource, Inc.
and its subsidiaries and affiliates( collectively "us", "we", "our",
"ScanSource, Inc." or "the Company") authorizes
you to access and use this website (the "Site") and related services subject
to your agreement and compliance with the terms and conditions below. By registering
with the Site or otherwise accessing or using the Site, you (the "User")
indicate that you have read, understand and agree to be bound by these Terms of
Use ("Terms" or "Agreement"). IF YOU DO NOT AGREE TO ABIDE BY
THESE TERMS, DO NOT USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE SITE.
THESE TERMS ARE NOT INTENDED TO AND DO NOT PROVIDE ANY WARRANTY OR OTHER PROMISES RELATED
TO ANY PRODUCTS OR SERVICES THAT MAY BE IDENTIFIED, OFFERED, OR DISCUSSED ON THIS SITE.
ANY AND ALL SUCH WARRANTIES, IF ANY, SHALL BE PROVIDED WITH OR AS A PART OF ANY SUCH
PRODUCT OR SERVICES.
ALL PRODUCTS SHOULD ONLY BE USED AS SPECIFIED IN THE MATERIALS FURNISHED WITH THE
PRODUCTS AND SHOULD NOT BE USED IN ANY MANNER OTHER THAN SPECIFIED IN SUCH MATERIALS.
Services
This website is owned and operated by
ScanSource, Inc.
to enable vendors, resellers, and users of the products offered by
ScanSource, Inc.
to connect and communicate with each other regarding the products and to provide
informational and business resources (“Services”). You must be a registered account
User to use this Site and access the Services. If you establish an account
on the Site, you agree to provide us with true, accurate and complete information
about yourself and/or your business (“Account Information”), and to maintain and
promptly update the Account Information and any other information you provide to
us. You further agree not to create an account on behalf of someone else without
their permission, or create a false or misleading identity or profile on this Site.
You are responsible for maintaining the security and confidentiality of the account
identification and password and you are solely responsible for all activities conducted
under such account.
We reserve the right, in our sole discretion and without notice, at any time and
for any reason, to: (a) remove or disable access to all or any portion of the Site
or Services; or (b) suspend your access to or use of all or any portion of the Site
or Services.
Advertising
Portions of the Site and Services are supported by advertising revenue and may display
advertisements and promotions. These advertisements may be targeted to the content
of information stored on the Site and Services, queries made through the Site and
Services or other information. The manner, mode and extent of advertising
on the Site or Services are subject to change without specific notice to you. In consideration
for
ScanSource, Inc.
granting you access to and use of the Site and Services, you agree that we may place
such advertising on the Site and Services.
You may not place any advertisement or other commercial marketing material on the
Site or Services without prior authorization from
ScanSource, Inc..
ScanSource, Inc.
reserves the right to remove any unauthorized advertisement or commercial marketing
material without prior notice.
Site Copyrights and Trademarks
All rights in and to the Services provided on this Site are the property of ScanSource.
You may not modify the materials on this Site or provided through the Services in any
way or reproduce or publicly display, perform, or distribute, or otherwise use them
for any public or external business purpose. Any product, process or technology described
in these materials may be the subject of other intellectual property rights (including
patent rights) reserved by ScanSource and/or its suppliers and are not licensed for
any purpose hereunder. Unless expressly provided for in this Agreement, reproduction
of any of our material for purposes of redistribution or for other than the use provided
in this Agreement is expressly prohibited. Registered and common law trademarks and
service marks of ScanSource or its suppliers may not be copied or used in any manner
without written authorization from ScanSource.
User Content and Communications
You are solely responsible for the profiles and Account Information (including
your name, business name, image, and likeness), messages, notes, text, information,
and other content that you upload, publish or display (hereinafter, “post”) on or
through the Site, or transmit to or share with other users (collectively the “User
Content”). You understand and agree that the we may, but are not obligated to, review
the Site and may delete or remove (without notice) any Site content or User Content
in our sole discretion, for any reason or no reason, including User Content that,
in our sole judgment, violates this Agreement or any other guidelines established
to govern your use of this Site, or which might be offensive, illegal, or that might
violate the rights, harm, or threaten the safety of Users or others. You are solely
responsible at your sole cost and expense for creating backup copies and replacing
any User Content you post or store on the Site or provide to us.
Do not send confidential or proprietary information to
ScanSource, Inc.
through the Site. Any material, information or other communications you transmit,
post or otherwise submit electronically to or through this Site (“Submissions”)
will be deemed non-confidential, except as may be set forth in
ScanSource, Inc.’s
Privacy Policy
. By sending your Submissions to us, you grant us an unrestricted, irrevocable
license to use, reproduce, display, perform, modify, transmit and distribute the
Submissions, and you grant us the right to use any ideas, concepts, know-how or
techniques contained in or suggested by the Submissions for any purpose, including,
but not limited to, the development, manufacturing, and marketing of products and
processes. You agree that all information you provide through or post on this Site
shall not: (a) be fraudulent or involve the sale of counterfeit or stolen items;
(b) infringe any third party's copyright, patent, trademark, trade secret or other
proprietary right or right of publicity or privacy; (c) violate any law, statute,
ordinance or regulation; (d) be defamatory, trade libelous, unlawfully threatening
or unlawfully harassing; (e) be obscene, abusive, lewd or contain nudity, pornography,
child pornography, or racial epithets; (f) contain any viruses, Trojan horses, worms
or other computer programming routines that are intended to damage, detrimentally
interfere with, surreptitiously intercept or expropriate any system, data or personal
information, and (g) shall not link directly or indirectly to or include descriptions
of goods or services that are prohibited under these terms and conditions.
User Interactions
You are solely responsible for your interactions with other Users. You understand that
we do not in any way screen the Users, nor do we inquire into the credentials of the
Users or attempt to verify the statements of the Users. The Company makes no
representations or warranties as to the products or services offered by any User of the
Site. If you choose to engage in transactions with other Users of the Site you or they
will be responsible for delivery logistics, maintenance, support, and all other matters
relating to the products or services at issue. In all of your dealings with other Users
of the Site you will perform your obligations under these Terms with professional diligence
and skill in accordance with best business and industry standards and practices. If
for any reason ScanSource believes that you have harmed or are harming ScanSource’s
relationship with any other User, ScanSource may immediately terminate this Agreement
and terminate your access to or use of the Site. At no time will you state or imply
in any way that ScanSource endorses any products or services being offered by you, or
that ScanSource provides any warranties regarding such services or products. Unless
specifically agreed to otherwise in a signed writing, ScanSource will not provide
technical support for any products or services.
Annual Membership Fees
In return for your right to use the Site ScanSource will charge the following annual
membership fees per year (for purposes of this Agreement a year will consist of the period
from July 1 through June 30): (a) vendors - $1,000.00; (b) independent software vendors /
affiliates - $500.00. The foregoing membership fees will apply to each separate profile
established by a vendor and/or independent software vendor/affiliate (e.g., if a vendor
establishes two separate profiles on the Site that vendor will be charged annual membership
fees of $2,000.00). For the year in which you first access the Site your membership fee will
be prorated for that year.
Indemnification
You shall defend, indemnify and hold harmless ScanSource, including without limitation
ScanSource, Inc.’s employees, officers and directors and the employees, officers and directors
of ScanSource, Inc.’s subsidiaries and affiliates, from and against any and all actions,
damages, claims, liabilities, costs, expenses, judgments, and losses (including, without
limitation, reasonable legal fees and expenses) brought against, incurred by, or paid by ScanSource
arising from or related, directly or indirectly, to your (i) alleged negligent performance or
violation of this Agreement; (ii) the advertising to, delivery of goods to, or performance of
services for, any other User of this Site; (iii) any loss of or damage to property, loss of life,
or personal injury related, directly or indirectly, to any goods or services provided by you; (iv)
any Content, any Third Party Content you post or share on or through the Site; and (v) any claims
that relate to any alleged intellectual property infringement, whether patent, trademark, copyright,
or otherwise, provided that ScanSource promptly notifies you in writing of any such charges, gives
you sole control of the defense and settlement thereof, and provides adequate assistance, at your
expense, in connection therewith. You will have the obligation to defend any claims for which
ScanSource seeks indemnification and you shall be responsible for all legal costs of ScanSource’s
defense. The actions or inactions of your employees and agents, and the actions or inactions of
anyone accessing the Site by using your account identification (even if such access was gained
without your knowledge or consent), shall be considered your actions or inactions and your
indemnification obligations shall extend to all such actions or inactions.
Privacy
For ScanSource’s policy on the collection and use of transactional and personally identifiable
information, please see ScanSource’s
Privacy Policy.
Internet Links
This Site and Services may contain links to other web sites (“Third Party Sites”) as well as
articles, photographs, text, graphics, pictures, designs, information, applications, software
and other content or items belonging to or originating from third parties (the “Third Party
Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or
checked for accuracy, appropriateness, or completeness by us, and we are not responsible for
any Third Party Sites accessed through this Site or any Third Party Content posted on,
available through or installed from the Site, including the content, accuracy, offensiveness,
opinions, reliability, privacy practices or other policies of or contained in the Third
Party Sites or the Third Party Content. With respect to those sites and content, we assume
no liability, and do not endorse or make any representations about any information, products,
or services associated with those sites or content, or any results that may be obtained from
using such sites or content. Your access and use of such Third Party Sites and Third Party
Content, and use of any information obtained as a result of that access, is at your sole
risk.
Title, Risk of Loss
ScanSource will not hold title to products provided by any User at any point in any transaction
contemplated by or under this Agreement, and you will bear the entire risk of loss relating to
any and all products you provide to other Users under this Agreement.
Representations and Warranties
You hereby represent and warrant that you have all right, title, ownership interest, intellectual
property ownership or rights, and marketing rights (i) necessary to provide any products or
services that you offer on this Site and (ii) to the Submissions or User Content that you may
post to the Site. You hereby represent and warrant to ScanSource that the products and services
and the receipt, distribution, sale, offer for sale and/or use of products and services that may
be offered by you to other Users do not infringe, whether indirectly (e.g., contributorily or
by induced infringement) or directly, upon any copyright, trademark, trade dress, trade secret
or patent or other proprietary or intellectual property right of any third party in the United
States or in any country or jurisdiction worldwide. You hereby represent and warrant to
ScanSource that you have no obligations to any third party that in any way limits or restricts
the ability to receive, distribute, sell or offer for sale your products and services.
Terms Applicable To Parties Other Than ScanSource Vendors and Resellers
Transaction Fees. You agree that ScanSource may charge you a transaction fee for transactions
entered into by you and other Users of the Site. You will be notified of such transaction fee by
being given at least ten (10) days prior notice before any such fee is charged to you. Should you
choose not to agree to the transaction fee, ScanSource may terminate this Agreement and your access
to the Site.
Reports. Upon ScanSource’s request, parties other than ScanSource vendors and resellers
agree to provide monthly sales-out reports in a format to be approved by ScanSource. These
sales-out reports will reflect all transactions originated from the Site (including but not limited
to leads generated by your access to the Site, even if the transaction is not consummated through
use of the Site). In addition to any other requirements that ScanSource may direct, sales-out
reports must include line item product/pricing, and customer names and addresses.
In addition to any required monthly reports, you will provide such other information and documents
requested by ScanSource in order for ScanSource to determine whether it has been paid all transaction
fees due from you under this Agreement. ScanSource has the right to audit your books and records
upon reasonable notice, wherever such books and records are kept, in order to confirm your compliance
with your obligation to pay transaction fees to ScanSource under this Agreement. ScanSource will
pay for such audit unless the audit reveals that you have underpaid ScanSource by 3% or more, in
which case you must pay all fees and expenses incurred by ScanSource in conducting the audit. The
rights given to ScanSource under this section shall survive termination or expiration of the Agreement
for a period of three years..
Insurance
Without in any way limiting your indemnification obligation as set forth in these Terms, you shall
maintain Commercial General Liability or Comprehensive General Liability Insurance in such amounts
as is reasonable and standard for your industry.
Copyright Policy
If you believe that your work has been copied on the Site in a way that constitutes copyright
infringement or are aware of someone doing so, please contact us and include the following information:
a) a physical or electronic signature of the owner of the copyright or a person authorized to act on
behalf of the owner; b) identification of the copyrighted work claimed to have been infringed (or if
multiple copyrighted works located on this Site are covered by a single notification, a representative
list of such works); c) identification of the material that is claimed to be infringing or the
subject of infringing activity, and information reasonably sufficient to allow us to locate the
material on the Site; d) your name, mailing address, telephone number and email address; e) a statement
by you that you have a good faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent or the law; and f) a statement by you that the information
in your notification is accurate, and that you attest under penalty of perjury, that you are the
copyright owner or that you are authorized to act on the copyright owner’s behalf. Notices and
counter-notices with respect to this website should be sent to
ScanSource, Inc.
Legal Department
6 Logue Court
Greenville,
SC,
SC
Confidentiality
During the performance of the Agreement, including your use of the Site, you may be exposed to
information of ScanSource that is deemed confidential. You recognize that ScanSource has a proprietary
interest in, and its business is one that requires secrecy concerning, “Company Data”, which is defined
as company information that is not generally known by or readily ascertainable to the public, and
includes (a) inventions, discoveries, improvements, know-how, methods, processes, and methods employed
or sold by ScanSource relating to its business; (b) customer data (whether or not reduced to writing),
including but not limited to data concerning ScanSource’s partners, customer lists, customer preferences,
customer contacts, pricing information, concessions, and prior bids, (c) marketing information, including
but not limited to business strategy, plans and research, (d) business plans, including but not limited
to capital projects, (e) financial information, and (f) trade secrets as defined by South Carolina Code § 39-8-20
or any successor statute. Company Data includes documents, records, tapes, files, media, and any other
medium of communication information. Except as may be necessary to perform the Agreement, you shall
hold Company Data in confidence and shall not divulge to any third party at any time Company Data obtained
or used by it without first obtaining the express written authorization of an executive officer of ScanSource.
You shall also endeavor to protect Company Data from being exposed inadvertently to any third party.
Disclaimer; No Liability
We are not responsible or liable in any manner for any User Content, Submissions, Third Party Content, or
Third Party Sites posted on or linked to the Site or Services, whether posted or caused by Users of the
Site or Services, by third parties, or by any of the equipment or programming associated with or utilized
in the Site or Services.
The Company does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Site,
or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or
statement made by any party that appears on the Site. The Company assumes no liability, and does not endorse
or make any representations about any information, products, or services associated with any User, or any
results that may be obtained from using such information, products, or services. THIS SITE, INCLUDING ANY
CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS
OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT
(EXCEPT WHERE PROHIBITED BY LAW) YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES
WILL THE COMPANY OR ITS SUBSIDIARIES/AFFILIATES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE
ON OR USE OF ANY INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY ANY USER. BY ACCESSING AND/OR USING THE SITE YOU
ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SITE SOLELY AT YOUR OWN RISK AND THAT IN NO CIRCUMSTANCES WILL
SCANSOURCE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND/OR ASSIGNS
OR THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND/OR ASSIGNS OF SCANSOURCE, INC.’S AFFILIATES OR
SUBSIDIARIES BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR OTHER DAMAGES,
COSTS OR EXPENSES OF ANY KIND (INCLUDING ATTORNEYS’ FEES) THAT MAY ARISE DIRECTLY OR INDIRECTLY IN CONNECTION
WITH YOUR ACCESS OR USE OF THE SITE, REGARDLESS OF WHETHER ANY SUCH LOSSES OR DAMAGES STEM FROM CONTRACT, TORT
AND/OR EQUITABLE CLAIMS AND REGARDLESS OF WHETHER ANY SUCH LOSSES OR DAMAGES ARE CAUSED OR CONTRIBUTED TO BY THE
ACTIONS (NEGLIGENT OR OTHERWISE) OF SCANSOURCE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES,
SUBSIDIARIES, SUCCESSORS AND/OR ASSIGNS OR THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND/OR ASSIGNS
OF SCANSOURCE, INC.’S AFFILIATES OR SUBSIDIARIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCANSOURCE,
INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND/OR ASSIGNS AND/OR
THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND/OR ASSIGNS OF SCANSOURCE, INC.’S AFFILIATES OR
SUBSIDIARIES WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR: (1) ANY CLAIMS, LOSSES OR DAMAGES RESULTING FROM OR
RELATING TO ANY PURCHASES OR SALES OF PRODUCTS OR SERVICES WHICH RELATE IN ANY WAY TO YOUR USE OF THE SITE,
(2) ANY CLAIMS, LOSSES OR DAMAGES RESULTING FROM OR RELATING TO ANY LOSS OR DAMAGE TO DATA, SOFTWARE OR HARDWARE
ASSOCIATED WITH YOUR USE OF THE SITE; (3) ANY CLAIMS, LOSSES OR DAMAGES RESULTING FROM OR RELATING TO ANY DELAY
OR INABILITY TO ACCESS OR USE THE SITE OR ANY LINKS OR CONNECTIONS THERETO; (4) ANY CLAIMS, LOSSES OR DAMAGES
RESULTING FROM OR RELATING TO ANY TRANSMISSION DEFECTS, VIRUSES OR SIMILAR EVENTS; OR (5) ANY CLAIMS, LOSSES OR
DAMAGES RESULTING FROM THE UPLOADING OR DOWNLOADING OF ANY MATERIAL OR INFORMATION TO OR FROM THE SITE.
We may make changes to the Site, may modify or delete any information or content contained within it, or may
otherwise modify any Site-related service at any time without notice, including changes to any information
provided to this Site by you. We make no guarantees whatsoever (i) that the Site or Services will meet your
requirements or (ii) that the Site or Services will be uninterrupted, timely, secure or free from error. We
make no commitment to update or correct the information obtained through or presented on this Site..
Limitation of Liability
WE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY REPRESENTATIONS, ACTS OR OMISSIONS OF ANY USER, OR ANY DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING
IN ANY WAY TO THE SITE, SITE-RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN OR ACCESSED THROUGH
THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION
WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. IF ANY OF THE
FOREGOING LIMITATIONS DO NOT APPLY TO YOU OR YOUR SITUATION, OR ARE HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR
ANY REASON, SCANSOURCE’S MAXIMUM LIABILITY TO YOU WILL BE FIFTY DOLLARS ($50.00).
Controlling Law
These Terms are governed by the laws of the State of South Carolina without reference to conflicts of laws.
We control and operate the Site from Greenville, South Carolina, United States of America and make no representation
that these materials are appropriate or available for use in other locations. If User uses the Site from other
locations, User is responsible for compliance with applicable local laws. You hereby submit to the exclusive
jurisdiction of the federal and state courts situated in Greenville County, South Carolina and the applicable
service of process.
Termination
ScanSource may terminate your access to the Site at any time should ScanSource reasonably believe that you
have breached these Terms in any manner.
Revisions to the Terms
You agree that we may make changes to the Terms by providing you with notices about such changes, which
notices may be by email, regular mail, or postings on the Site. You should review the Terms, and any
revisions to the Terms, carefully because the Terms are binding upon you when you access or use the Site,
the information contained on the Site, or any of the Site-related services. The Terms may be superseded or
extended by express terms in designated additional terms of use notices located on certain pages of
the Site.
USER HAS READ, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THESE TERMS OF USE.