Free Membership Agreement
（Updated as of June 23, 2015）
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.
1. ACCEPTANCE OF TERMS
1a. WELCOME TO FIRSTESOURCE.COM'S FREE SERVICE (the "SERVICE"). The following sets forth the terms and conditions of the FirstESource.com Free Membership Agreement (this "Agreement") between you (“Member”) and FirstESource.com company ("First Source Engineering Inc.") under which FirstESource.com allows you access to the Service through the websites identified by the uniform resource locator www.FirstESource.com (the "Site"). Use of the Service indicates that you accept the terms and conditions set forth below.
1b. FirstESource.com 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 FirstESource.com of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of these amended terms.
2. THE SERVICE
2a. The Service will be offered free of charge for an unspecified period of time, unless terminated in accordance with the terms of this Agreement.
2b. The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of FirstESource.com and notified to you)
"Free Member Benefits":
1) Company Profile - Allows each Member to display and edit basic information about your business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
2) Products - Permits each Member to display and edit descriptions, specifications and images up to 10 products.
3) Unlimited Buyer Lead-Trade Posting - Allows each Member to post on the Site for public display offers to buy products and services from other users of the Site.
2c. FirstESource.com may suspend or terminate all or part of the above Free Member Benefits at any time at its sole discretion. FirstESource.com also reserves the right to charge for the Service or any feature or functionality of the Service at any time at its sole discretion.
2d. Benefits, features and functions available to any Member may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be universally available.
2e. The availability of any transactional features and functions on the Site to any Member may be conditional on verification of that Member’s identity and/or its designated bank account by FirstESource.com and/or its approved independent third parties.
2f. FirstESource.com shall issue a Member ID and Password (the latter selected by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. That set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively referred to as "multiple use"), may cause irreparable harm to FirstESource.com . In such cases, each Member shall indemnify FirstESource.com against any loss or damages (including but not limited to loss of profits) suffered by FirstESource.com as a result of such multiple use of an Account. Each Member hereby undertakes to notify FirstESource.com immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that FirstESource.com shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.
2g. FirstESource.com reserves the right to change, modify,
upgrade, limit or suspend the Service or any of its related functionalities or applications at any time, either temporarily or permanently, without prior notice. FirstESource.com further reserves the right to introduce new features, applications, functionalities and/or conditions to the Service or to future versions of the Service. All new features, applications, functionalities, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by FirstESource.com .
2h. Each Member acknowledges that the inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall FirstESource.com be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, errors, inaccuracies or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.
2i. Each Member hereby represents and agrees to authorize FirstESource.com to provide all the information associated with your Member ID to the First Source Engineering Site for the purpose of facilitating your easy and fast access to the First Source Engineering Site. Your responsibilities with regard to the Username shall apply to the same terms and conditions in connection with the Member ID as prescribed under this Agreement. FirstESource.com reserves the right, without prior notice and at its sole discretion, to suspend, restrict or deny access to or use of your Username and services provided by FirstESource.com and First Source Engineering Site if you:
1) Use the services provided by FirstESource.com , the Sites and the First Source Engineering Sites to defraud any person or entity;
2) Engage in any unlawful activities including without limitation those which would constitute the infringement of intellectual property rights, a civil liability or a criminal offense;
3) Engage in any activities that would otherwise create any liability for FirstESource.com , the Sites or the First Source Engineering Sites.
3. RESPONSIBILITIES OF EACH MEMBER
3a. Each Member represents, warrants and agrees to provide true, accurate, current and complete information about itself and its business references as may be required by FirstESource.com . It also agrees to maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to FirstESource.com to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
3b. Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not:
1) Infringe, 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 and privacy or other legitimate rights; promote other illegal activities;
2) 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;
3) Be part of any scheme to defraud other Members or other users of the Site or for any other unlawful purpose;
4) Impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
5) Violate any applicable law, statute, ordinance or regulation (including without limitation those governing consumer protection, unfair competition, export control, anti-discrimination or false advertising);
6) Contain information that is libelous, defamatory or unlawfully threatening or harassing;
7) Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
8) Contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
9) 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 offense, give rise to civil liability or otherwise violate any law or regulation;
10) Involve attempts to copy, reproduce, exploit or expropriate FirstESource.com's various proprietary directories, databases and listings;
11) 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; and
12) Involve any scheme to undermine the integrity of the computer systems or networks used by FirstESource.com and/or any user of the Service. Additionally, no Member shall attempt to gain unauthorized access to such computer systems or networks;
14) otherwise create any liability for FirstESource.com or its affiliates.
3c. Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referals, it has obtained all necessary consents, approvals and waivers from its business partners and associates to:
1) Act as such Member's business referee;
2) To post and publish their contact details and information, reference letters and comments on their behalf;
3) That third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees.
3d. Member shall not take any action which may undermine the integrity of FirstESource.com's feedback system, such as leaving positive feedback for themselves using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback regarding another Member.
3e. Each Member acknowledges and agrees that FirstESource.com shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. FirstESource.com 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 own communications and may be held legally liable or accountable for the content of their comments or other material or information.
3f. Each Member represents, agrees and warrants that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to FirstESource.com or authorizes FirstESource.com to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party, or is posted with the permission of the owner(s) of such rights. Each Member further represents, agrees and warrants that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Site or provides to FirstESource.com or authorizes FirstESource.com to display.
3g. If any Member breaches the representations, warranties and covenants of paragraphs 3a., 3b., 3c., 3d., 3e. or 3f. above, or if FirstESource.com has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, FirstESource.com has reasonable grounds to believe that such Member has willfully or materially failed to perform its contract with such third party, including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if FirstESource.com has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, FirstESource.com has the right to suspend or terminate the Service and all Free Member Benefits with respect to such Member without any compensation, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by FirstESource.com .
4. TRANSACTIONS BETWEEN MANUFACTURERS / SUPPLIERS AND THEIR CUSTOMERS
4a. Through the Sites, FirstESource.com provides an electronic Web-based platform for exchanging information and concluding sales and purchase transactions of products and services online between manufacturers / Suppliers and their customers. FirstESource.com reserves the right to limit certain features and functions of the platform to prescribed Members. Despite the provision of the platform through the Site, FirstESource.com does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Site. FirstESource.com 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 manufacturers / suppliers to complete a sale or the ability of buyers to complete a purchase.
4b. Members are hereby made aware that there may be risks of dealing with people acting under false pretenses. FirstESource.com uses several techniques to verify the accuracy of the information our users provide us when they register on the Sites. However, because user verification on the Internet is difficult, FirstESource.com cannot and does not confirm each free member's purported identity shown on the Sites and can only use reasonable efforts to verify the personal identity of the representative of a seller in the U.S. and other countries opening a storefront on www.FirstESource.com according to the applicable laws in the U.S. and other countries. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate those with whom you are dealing.
4c. Each Member acknowledges that it is fully assuming the risks of purchase and sales transactions when using the Site to conduct transactions. Such risks shall include, but not limited to, mis-representation of products and services, unsatisfactory quality, failure to meet specifications, defective products, fraudulent schemes, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each Member agrees that FirstESource.com shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.
4d. Members 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, shipping, insurance, warranties, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
4e. Each Member agrees to provide all information and materials as may be reasonably required by FirstESource.com in connection with its transactions made via the transactional platform on the Site. FirstESource.com has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials.
4f. In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify FirstESource.com (and our agents, directors, officers, employees and affiliates) 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.
5. USE OF DISCUSSION FORUMS ON THE SITE
5a. FirstESource.com provides its Members use of discussion forums on the Site free of charge to promote and encourage open, honest and respectful communication between all of our Members. The discussion forums on the Site shall not be used as a marketing platform by Members and Members shall not post any information relating to trade leads, promotion of their products or their company profile (“forum spamming”).
5b. Each Member acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials ("content"), whether publicly posted or privately transmitted through a discussion forum on the Site, are the sole responsibility of such Member from whom the content originated. This means that the posting Member, and not FirstESource.com , is entirely responsible for all content that is uploaded or posted via our discussion forums on the Site. FirstESource.com does not control the content posted via discussion forums and therefore does not guarantee the accuracy, integrity or quality of such content.
5c. FirstESource.com reserves the right to delete or edit any postings in its sole discretion without prior notice. FirstESource.com may monitor posting activities of any Member who is in breach of this Agreement and may restrict their ability to post messages on the discussion forums on the Site. Under no circumstances will FirstESource.com be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of the discussion forums by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness. Each Member understands that by using the FirstESource.com discussion forums on the Site, such Member may be exposed to content that is offensive, indecent or objectionable.
5d. Without prejudice to each Member's responsibilities under Section 3 of this Agreement, each Member agrees not to use the discussion forums on the Site to:
1) Upload, post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, tortuous, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2) Harm minors in any way;
3) Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any content;
4) "Stalk" or otherwise harass another;
5) Collect or store personal data about other users;
6) Post, upload or e-mail any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
7) Post, upload or e-mail any content that infringes upon any intellectual property rights or other legitimate rights of any party;
8) Post, upload or e-mail any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", or any other form of solicitation;
9) Post, upload or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
10) Post, upload or e-mail any content that contains a complaint regarding FirstESource.com 's services or refers to such a complaint on the Site or to any other Members; any such complaint must be directed to the customer service e-mail on the Site; or
11) Violate any applicable national or internal laws or regulations.
5e. Each Member acknowledges that FirstESource.com does not pre-screen content, but that FirstESource.com shall have the right (though not the obligation) in its sole discretion to move, modify or remove any content that is posted or uploaded on the discussion forums on the Site.
5f. Each Member grants to FirstESource.com a perpetual, world-wide, royalty-free irrevocable, non-exclusive license (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) such Member uploaded, posted or supplied to FirstESource.com for posting on the Sites and/or to incorporate such content in other works in any form, media or technology now known or developed.
5g. Each Member shall indemnify and hold FirstESource.com and its subsidiaries, employees, officers, agents, affiliates or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any content such Member uploaded, posted or e-mailed on or through the discussion forums on the Site, such Member's use of the discussion forums on the Site, or such Member's breach of the provisions set out in Section 5d.
5h. On being made aware of any such breaches, FirstESource.com may ban, delete or prohibit any content that relates to those breaches or that FirstESource.com in its sole discretion consider to be harmful to the public or the rights of FirstESource.com or any of its affiliates, licensors, partners or Members.
5i. FirstESource.com reserves the right to take whatever action it deems necessary to prevent a Member's breach of Section 5d. including the following:
1) Issuing a warning letter to the relevant Member (where the breaches are deemed by FirstESource.com to be minor); or
2) Banning the relevant Member from discussion forums on the Site (where the breaches are deemed by FirstESource.com to be major).
All incidents will be logged and FirstESource.com's decision shall be final in all such cases.
5j. All information and/or other content posted on the Site by the FirstESource.com service team or by Members or third party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.
6. LIMITATIONS OF LIABILITY
6a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND FIRSTESOURCE.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, ACCURACY, DURABILITY, PERFORMANCE, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
6b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIRSTESOURCE.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.
6c. Any material downloaded or otherwise obtained through the use of the Service is done at each Member's sole discretion and risk and each Member 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 Member from FirstESource.com or through or from the Service shall create any warranty not expressly stated in this Agreement.
6d. The Site may make available to Users services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall FirstESource.com and its affiliates be held liable for any such services or products.
6e. Under no circumstances shall FirstESource.com be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, labor disputes, strikes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, storms, floods, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
6f. FirstESource.com 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:
1) The use, or the inability to use, the Service;
2) Any defects in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Site;
3) Unauthorized access by third parties to data or private information of any Member;
4) Statements or conduct of any user of the Site;
5) Any other matter relating to the Service, however arising, including negligence.
6g. Notwithstanding any of the foregoing provisions, the aggregate liability of FirstESource.com , its employees, agents, representatives, affiliates, or anyone acting on its behalf with respect to each Member for all claims arising from the use of the Service or the Site shall be limited to $75 U.S. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within either one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
7a. FirstESource.com is the sole owner or lawful licensee of all the rights to the Service. The Service embodies intellectual property rights and trade secrets protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with FirstESource.com or its affiliates. All rights not otherwise claimed under this Agreement or by FirstESource.com are hereby reserved.
7b. "FIRSTESOURCE", "FIRSTESOURCE.COM" and related icons and logos are registered trademarks or trademarks or service marks of First Source Engineering Inc., and “CUSTOM MEMBER”, "GOLD MEMBER", "SILVER MEMBER", "VERIFIED MEMBER" and related icons and logos are registered trademarks or trademarks or service marks of FirstESource.com Limited 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.
8b. FirstESource.com and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
8c. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
8d. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
8e. FirstESource.com's failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive FirstESource.com 's right to act with respect to subsequent or similar breaches.
8f.FirstESource.com shall have the right to assign this Agreement (including all of its rights, benefits, titles, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of FirstESource.com ). The Member may not assign, in whole or part, this Agreement to any person or entity.
8g. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, THE UNITED STATES OF AMERICA, AND THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN THE STATE OF ILLINOIS, UNITED STATES OF AMERICA.
8h. If there is any conflict between the English version and another language version of this Agreement, the English version shall in all cases prevail.