Term & Conditions
Application of the Terms:
- Your use of the Sites and Procure Hero services and products (collectively the as the “Services” hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy
- This document and such other rules and policies of the Sites are collectively referred to below as the “Terms”. By accessing the Sites or using the Services, you agree to accept and be bound by the Terms
- You may not use the Services and may not accept the Terms if you are not of legal age to form a binding contract with Procure Hero
- Procure Hero shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Procure Hero). You may not assign, in whole or part, the Terms to any person or entity.
- Procure Hero failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Procure Hero right to act with respect to subsequent or similar breaches.
- You acknowledge and agree that Procure Hero may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to use the Services or the Sites, you agree that the amended Terms will apply to you.
Provision of Services:
- Through the Sites, Procure Hero provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. Procure Hero additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites
- Procure Hero does not represent either the seller or the buyer in specific transactions. Procure Hero does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
- Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
- Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Sites or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Sites. Each User agrees that Procure Hero shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
- In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Procure Hero (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
- Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. Procure Hero cannot and does not confirm each User's purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
- You must register as a member on Procure Hero in order to access and use some Services. Procure Hero may launch, change, upgrade, impose conditions to, suspend, or stop any services (or any features within the services) without prior notice. Procure Hero may in our sole discretion limit, deny or create different level of access to and use of any services (or any features within the services) with respect to different Users. Services (or any features within the services) may vary for different regions and countries. Some Services may be provided by Procure Hero’s affiliates on behalf of Procure Hero.
- Procure Hero reserves the right, at its sole discretion, to change, add or remove portions of this Terms and Conditions, at any time. It is your responsibility to check this Terms and Conditions each time before using the Site. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes.
Limitation of Liability:
- ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH PROCURE HERO ARE PROVIDED BY PROCURE HERO ON AN "AS IS" AND "AS AVAILABLE" BASIS.
- PROCURE HERO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF PROCURE HERO, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH PROCURE HERO.
- TO THE FULL EXTENT PERMISSIBLE BY LAW, PROCURE HERO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
- PROCURE HERO DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD-PARTY RIGHTS.
- TO THE FULL EXTENT PERMISSIBLE BY LAW, PROCURE HERO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY PROCURE HERO SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY PROCURE HERO SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES,
- YOU EXPRESSLY AGREE THAT YOUR USE OF PROCURE HERO IS AT YOUR SOLE RISK.
- Each User hereby agrees to indemnify and save Procure Hero, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's use of the Sites or Services or from User’s breach of any of the terms and conditions of the Terms or from User's breach of any representations and warranties made by User to Procure Hero or from any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Sites.
- Procure Hero shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
- the use or the inability to use the Sites or Services;
- any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites;
- violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
- unauthorized access by third parties to data or private information of any User;
- statements or conduct of any User of the Sites; or;
- any matters relating to Services however arising, including negligence.
- Each User hereby further agrees that Procure Hero is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User.
- Under no circumstances shall Procure Hero be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
- User must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member” below).
- One User may only register one-member account on the Sites unless Procure Hero approves otherwise on case by case basis. Procure Hero may cancel or terminate a User’s member account if Procure Hero has reasons to suspect that the User has concurrently registered or controlled multiple member accounts.
- You may not use or share with anyone else's your customer account at any time. You will be held liable for losses incurred by Procure Hero or by any other user of the Site due to someone else using your customer account.
- Procure Hero may reject User’s application for registration for any reason.
- Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account.
- Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
- Member agrees to notify Procure Hero immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
- As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when using the Sites or Services.
- You agree to use the Sites or Services solely for your own private and internal purposes. You agree that
- you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Sites (the “Site Content”), and
- you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Procure Hero, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Procure Hero is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
- Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the sites or your use of any Service. Each Member represents, warrants and agrees that
- such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and
- you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
- Each Member represents, warrants and agrees with regards to power and authority that
- you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; and
- a subsidiary will not be considered a separate entity from the controlling party.
- Each Member further represents, warrants and agrees that with regards to all activities on Procure Hero you shall/are:
- carry on your activities in compliance with any applicable laws and regulations;
- conduct your business transactions with other users in good faith;
- carry on your activities in accordance with the Terms and any applicable Additional Agreements;
- not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities;
- not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
- not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
- not engage in spamming or phishing;
- not involve attempts to copy, reproduce, exploit or expropriate Procure Hero’s various proprietary directories, databases and listings;
- not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
- not involve any scheme to undermine the integrity of the data, systems or networks used by Procure Hero and/or any user of the Sites or gain unauthorized access to such data, systems or networks; and
- not undertake any action which may undermine the integrity of Procure Hero feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
- not engage in any unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities or any activities that would otherwise create any liability for Procure Hero or our affiliates.
- Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
- be true, accurate, complete and lawful;
- not be false, misleading or deceptive;
- not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
- not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- not violate the Product Listing Policy, other Terms or any applicable Additional Agreements
- not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
- not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.
- By posting or displaying any information, content or material (“User Content”) on the Sites or providing any User Content to Procure Hero or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Procure Hero to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Sites, the provision of any Services and/or the business of the User. You confirm and warrant to Procure Hero that you have all the rights, power and authority necessary to grant the above license.
- Each Member represents, warrants and agrees that related to third parties:
- you shall be solely responsible for obtaining all necessary licenses and permissions regarding any User Content that you submit, post or display;
- any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights;
- you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any third-party rights and
- you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
- Procure Hero may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You acknowledge that Procure Hero has no control over such third parties' web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
- Member acknowledges and agrees that Procure Hero shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Sites. Procure Hero does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
- Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
- Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Procure Hero provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Procure Hero shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
- Procure Hero reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Sites which we reasonably believe is unlawful, violates the Terms, could subject Procure Hero or our affiliates to liability, or is otherwise found inappropriate in Procure Hero’s opinion.
- If any Member breaches any Terms, or if Procure Hero has reasonable grounds to believe that a Member is in breach of any Terms, Procure Hero shall have the right to take such disciplinary actions as it deems appropriate in its sole discretion.
- Procure Hero reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Procure Hero may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Procure Hero shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Procure Hero for such disclosure.
Applicable Law & Arbitration:
- By using Procure Hero, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Delaware, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Procure Hero.
- All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Procure Hero, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when
- Procure Hero is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
- immediately upon Procure Hero posting such notice on an area of the Sites that is publicly accessible without charge.
- Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.If for any reason a claim proceeds in court rather than in arbitration you agree to waive any right to a jury trial.