Date of Last Revision: January 25, 2013
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
Application and Acceptance of Terms and Conditions
1.1 For purposes of this Agreement, a "User" is any person who accesses the Site for any purpose, regardless of whether such User has registered on the Site as a registered User or whether such User is a paying customer for any service provided by or through WebPort Global or its affiliates. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
1.2 By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of the Site and any further upgrade, modification, addition or change to the Site. If you do not accept all of the terms and conditions of this Agreement, please do not use the Site.
1.3 This Agreement applies to each Premium Service (as defined below), if any, in addition to any terms and conditions that may apply to such specific Premium Service provided, however, that (a) in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Premium Service and any provision of this Agreement, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favorable to WebPort Global and/or its affiliates and (b) only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Premium Service shall prevail.
1.4 WebPort Global may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by WebPort Global of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorized officer of WebPort Global.
2.1 Access to the Site and certain of its features are provided to all Users who have completed the (Join Now) process of the Site and obtained an authorized User ID and password. However, WebPort Global reserves the right, without prior notice, to restrict access to certain areas or features of the Site ("Premium Services") to paying Users or Users who undergo a specific registration process and/or pay a (Premium Fee). Access to and use of these Premium Services may be governed by additional terms and conditions under separate agreements in addition to this Agreement.
2.2 WebPort Global reserves and shall have the absolute right to structure and change Premium Fees and deny Premium Services to any User for any reason, without notice and without any obligation to state or establish the reason to the User, in order to protect the interests of WebPort Global or otherwise.
3.1 You may use the Site solely for your own personal or internal purposes. You agree that you shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Site (the "WebPortGlobal.com Content") for the purpose of re-selling or re-distributing the WebPort Global Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with WebPort Global, or otherwise commercially exploiting the WebPortGlobal.com Content. Systematic retrieval of WebPort Global Content from the Site 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 WebPort Global is prohibited.
3.2 Some of the WebPort Global Content displayed on the Site is provided or posted by third parties ("Third Party Content"). WebPort Global is not the author of Third-Party Content, whether contributed by anonymous users or paid content providers. Any Third Party Content is the sole responsibility of the party who provided the content. WebPort Global is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's use of or reliance upon such Third Party Content. In addition, WebPort Global is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
3.3 WebPort Global may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third parties web sites or otherwise. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that WebPort Global has no control over such third parties web sites, does not monitor such sites, and WebPort Global shall not be responsible or liable to anyone for such sites, or any content, products or services made available on or through such a site. Similarly, WebPort Global may allow Users access to products or services offered by third parties through means other than such third parties websites, such as programs, events, chat sessions or other means utilizing or facilitated by the Site. You are cautioned to familiarize yourself with the terms and conditions of such product or service offerings. User acknowledges that WebPort Global has no control over such third parties performance and shall not be liable to anyone for the conduct or performance of any such third parties or their products or services.
3.4 Messages or information sent by a User through communication systems provided by the Site, or through emails, faxes or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 5.5 below.
3.5 WebPort Global reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall WebPort Global be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.
3.6 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by WebPort Global and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks.
3.8 As a condition of your access to and use of the Site, you agree that you will not use the WebPort Global service to infringe the intellectual property rights or other legitimate rights of others in any way. WebPort Global will in appropriate circumstances terminate the accounts of Users who are repeat infringers of the copyrights, or other intellectual property rights, or other legitimate rights of others. In addition, WebPort Global reserves the right to terminate the account of a User upon any single infringement of the rights of others in conjunction with use of the WebPortGlobal.com service, or if WebPort Global believes that User's conduct is harmful to the interests of WebPort Global, its affiliates, or other Users, or for any other reason in WebPort Global's sole discretion, with or without cause.
3.9 The governing language of the user interface is English. Any translation of the user interface has been provided for your convenience only. You may access the ENglish version by selecting the English link at the top of any page.
4.1 Each User who has completed and submitted a registration form either online on the Site or offline by giving its information (such as name, address, telephone and fax number, email address, details of its business, etc.) to WebPort Global or another WebPort Global group company providing the relevant specific services is a registered user of the Site (a "Registered User"). An account ("Account") will be established for each Registered User and each Registered User will be assigned a user alias ("User ID") and password ("Password") for log-in access to its own Account.
4.2 A web-based email account with limited storage space may be assigned to the User to send or receive email (the "Email Account"). The User shall be responsible for all uses and the content of all the messages communicated through the Email Account, as well as the consequences of any such messages.
4.3 If the Registered User is a business or other entity, you represent that (a) you have the authority to bind the entity to this Agreement (b) the address you use when registering is the principal place of business of such business or other entity and (c) all other information submitted to WebPort Global and its affiliates during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
4.4 By becoming a Registered User, you consent to the inclusion of your personal data in our Member, Expert, Buyer, Seller or other databases, as applicable, and authorize WebPort Global and its affiliates to share such information with other Users.
4.5 WebPort Global or its affiliates may suspend or terminate a Registered User's Account or Email Account at any time with or without notice to the Registered User and without any liability to or recourse of the Registered User; provided, however, that WebPort Global or its affiliates will refund a pro-rata portion of the Registered Users membership fee, if applicable, unless in WebPort Global determination, there is any breach of the provisions of this Agreement by the Registered User.
4.6 The Registered User shall not use the Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Further, the Registered User shall not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence.
4.7 A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User ID or Password to a third party without the prior written consent of WebPort Global. WebPort Global may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
4.8 Notwithstanding Section 4.1 above, WebPort Global may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to any User for any reason.
Users Who Post Information on the Site
5.1 You must be a Registered User in order to post information on the Site using the tools provided through the Site. Your status as a Registered User is governed by the provisions of Section 4 above and any terms and conditions applicable to the relevant Premium Service.
5.2 No sales agency relationship is created between any User and WebPort Global, our affiliates, directors, officers or employees by virtue of WebPort Global's display of any of the User's information on the Site.
5.3 Each User hereby represents, warrants and agrees to (a) provide WebPort Global with true, accurate, current and complete information to be displayed on the Site and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to WebPort Global to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights such User has in such material or information, in any media now known or not currently known.
5.4 Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark, trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to WebPort Global or authorizes WebPort Global to display. Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights." Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to WebPort Global or authorizes WebPort Global to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import, export and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation, export and/or distribution of those products violates no Third Party Rights.
5.5 Each User hereby represents, warrants and agrees that information submitted to WebPort Global for display on the Site shall not:
- contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities
- be part of a scheme to defraud other Users of the Site or for any other unlawful purpose
- relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights
- impersonate any person or entity, misrepresent the User or the Users affiliation with any person or entity
- violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
- be defamatory, libelous, unlawfully threatening or unlawfully harassing
- be obscene or contain any pornography or sex-related merchandising or content or otherwise promote sexually explicit materials
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
- contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation
- solicit business from any Users in connection with a commercial activity that competes with WebPort Global
- contain 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
- link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement
- violate any provision in any applicable WebPort Global product or service listing policy
- otherwise create any liability for WebPort Global or its affiliates.
5.6 WebPort Global reserves and shall have the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject WebPort Global to liability, violates this Agreement or is otherwise found inappropriate in WebPort Global's opinion. WebPort Global reserves and shall have the right to cooperate fully with governmental authorities, private investigators and/or potentially injured third parties in the investigation of any suspected criminal or civil wrongdoing. Furthermore, WebPort Global may disclose the User'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, and WebPort Global shall not be liable for damages or results thereof and User agrees not to bring any action or claim against WebPort Global for such disclosure. In connection with any of the foregoing, WebPort Global may suspend or terminate the Account of any User as WebPort Global deems appropriate in its sole discretion. User agrees that WebPort Global shall not have any liability to User, including any liability for consequential or any other damages, in the event WebPort Global takes any of the actions mentioned in this Section, and that User agrees to bear the risk that WebPort Global may take such actions.
Transactions between Buyers and Sellers
6.1 Through the Site, WebPort Global provides an electronic, web-based platform for exchanging information between buyers and sellers of products and services. WebPort Global does not represent any seller or any buyer in specific transactions. WebPort Global 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 Site or the ability of the sellers to complete a sale or perform a service or the ability of buyers to complete a purchase.
6.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. WebPort Global uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, WebPort Global cannot and does not confirm each User's purported identity. We encourage you to use the various tools available on the Site, as well as common sense and prudent business practices, to evaluate anyone with whom you are dealing.
6.3 Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to find and/or conduct transactions, and that such User 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 or located using the Site. Such risks include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be alleged to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any 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. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks." Each User agrees that WebPort Global shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
6.4 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 Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
6.5 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify WebPort Global (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.
Disclaimer of Warranties Limitation of Liability
7.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FEATURES AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WEBPORT GLOBAL HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WEBPORT GLOBAL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENCY OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE, WEBPORT GLOBAL 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 SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS AND WEBPORT GLOBAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.
7.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any User from WebPort Global or through or from the Site shall create any warranty not expressly stated herein, and Users follow or act on any such advice or information in their own discretion and at their own risk. Users acknowledge that any advice, content or information posted or made available by an employee of WebPort Global (or any employee of any affiliate of WebPort Global or of The Drew Company) represents the opinions of that individual only and do not constitute statements, promises or warranties by, or reflect the views or positions of, WebPort Global or any such affiliate. Neither WebPort Global nor any such affiliate shall have any liability or responsibility in connection with any such advice, content or information.
7.4 Under no circumstances shall WebPort Global be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts, forces or causes beyond its 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.
7.5 Each User hereby agrees to indemnify and save WebPort Global, its 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 such User's use of the Site (including but not limited to the display of such User's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save WebPort Global, its 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 breach of any representations and warranties made by User to WebPort Global, including but not limited to those set forth in Sections 5.3, 5.4 and 5.5 above. Each User hereby further agrees to indemnify and save WebPort Global, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that WebPort Global is not responsible and shall have no liability to it, 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. WebPort Global reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with WebPort Global in asserting any available defenses.
7.6 WebPort Global 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 or otherwise or any other damages resulting from any of the following:
- the use or the inability to use the Site
- any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site
- violation of Third Party Rights or claims or demands that Users' manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be alleged 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 Site or
- be defamatory, libelous, unlawfully threatening or unlawfully harassing
- any matters relating to Premium Services however arising, including negligence.
7.7 Notwithstanding any of the foregoing provisions, the aggregate liability of WebPort Global, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Use for all claims arising from the use of the Site or the WebPort Global service shall be limited to the greater of (a) the amount of fees the User pays to WebPort Global or its affiliates in the 12 months prior to the action giving rise to liability and (b) US$100. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Site or the WebPort Global service must be filed within one (1) year from the date the cause of action arose.
Intellectual Property Rights
8.1 WebPort Global is the sole owner or lawful licensee of all the rights to the Site and the WebPort Global Content. The Site and WebPort Global Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and WebPort Global Content shall remain with WebPort Global, its affiliates or licensors of the WebPort Global Content, as the case may be. All rights not otherwise claimed under this Agreement or by WebPort Global are hereby reserved.
8.2 "WebPort Global", "WEBPORTGLOBAL.COM" and related icons and logos are registered trademarks or trademarks or service marks of [WebPort Global LLC], in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
9.1 All notices or demands to or upon WebPort Global shall be effective only if in writing and if and when sent to WebPort Global in the following manner: to WebPort Global, LLC, 2 Seaport Lane, 9 th Floor, Boston, MA 02210.
9.2 All 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 WebPort Global, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when
- WebPort Global is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
- immediately upon WebPort Global's posting such notice on an area of the Site that is publicly accessible without charge.
10.2 WebPort Global and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
10.3 If any provision of this Agreement is held to be unlawful, void, or for any reason invalid or unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
10.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
10.5 WebPort Global's failure to enforce any right or failure to act with respect to any breach by a User under this Agreement will not waive that right nor WebPort Global's right to act with respect with subsequent or similar breaches.
10.6 WebPort Global shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement and in any agreement relating to Premium Services to any person or entity (including any affiliates of WebPort Global). The User may not assign, in whole or part, this Agreement to any person or entity.
10.7 This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA ("Massachusetts") without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of state and federal courts located in Suffolk County, Massachusetts.
10.8 If there is any conflict between the English version and another language version of this Agreement, the English language version shall prevail.
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