Prior to using the Service, you must register with Penton via the Service's Registration Form and shall:
Upon completing the Service's registration process, you will be designated an account with a password. You are responsible for maintaining the confidentiality of the password and/or account, and are fully responsible for all activities that occur under your password and/or account. You agree to:
You acknowledge that all text, information, part numbers, part availabilities, photographs, graphics, messages or other materials ("Content"), whether privately transmitted or publicly posted, are your sole responsibility. This means that you are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service.
You agree that you shall upload all parts into the correct category as well as add a correct and complete part number and correct quantity of each of the products in your inventory.
Penton does not pre-screen all the Content posted via the Service, and therefore, does not guarantee the accuracy, integrity or quality of such Content. Penton will NOT, in any circumstance or in any way, be liable for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
You shall not use the Service to:
Further, you agree that you shall not:
You acknowledge that Penton shall have the right, though not the obligation, in its sole discretion to reject or remove any Content that is available via the Service. Without limiting the foregoing right, Penton shall have the right to remove any Content that violates the TOU or is otherwise objectionable. You agree that you must evaluate, and bear all risks incurred from, the posting and resultant use of any Content, including any reliance on the completeness, usefulness, or accuracy of such Content.
You also agree that, by the requirements of law or events that may necessitate it to do so, Penton may preserve or disclose Content in order to:
Each Vendor is responsible for providing support of its own purchased inventory should problems or questions arise. Service users shall send all requests for technical service and support directly to the Vendor.
You shall indemnify, defend and hold harmless Penton, its affiliates and all of their respective officers, directors, owners, employees, agents, co-branders, suppliers, licensors or other partners, and assigns (collectively, the “Penton Parties”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, demands, actions, suits, judgments, settlements, costs and expenses (including attorneys’ fees and disbursements) of whatever nature (any of the foregoing, “Losses”), whether incurred by or issued against any Penton Party, due to or arising out of (i) the Content you submit, post, transmit or make available through the Service, (ii) your use or connection to the Service, (iii) the use of the Content by any Penton Party for any purpose in accordance with the TOU and Penton’s Terms of Service, or (iv) your violation or alleged violation of the TOU, applicable law, or any rights of any party, in each case, by you, or under your user name by any person or entity, whether or not authorized by you. Penton reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with Penton's defense of such claim.
You acknowledge that Penton shall not be responsible or liable for the deletion or the failure to store any Content maintained, published or transmitted by the Service. You also agree that Penton reserves the right to change these general practices and limitations at any time, in its sole discretion, with or without prior notice.
Penton reserves the right to modify or discontinue, temporarily or permanently, the Service, as a whole or in parts, with or without prior notice, at any time. You agree that Penton shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You acknowledge that, under certain circumstances and without prior notice, Penton reserves the right to immediately terminate your account and access to the Service. Causes for such termination include but are not limited to:
Termination of your account includes:
You also agree that all terminations for cause shall be made at the sole discretion of Penton and that Penton shall not be liable to you or any third party for any termination of your account, or access to the Service.
VENDOR AGREES THAT:
YOU USE THE SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. PENTON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
PENTON DOES NOT WARRANT THAT (i) THE SERVICE WILL SATISFACTORILY MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE SECURE, UNINTERRUPTED, TIMELY, OR ERROR-FREE, (iii) THE ACQUIRED RESULTS FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICE BY YOU WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE APPLICATION OR LISTINGS WILL BE CORRECTED.
THE USER WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICE, WHICH IS POSTED AT YOUR OWN DISCRETION AND RISK.
EXCEPT AS EXPRESSLY SET FORTH IN THIS TOU, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PENTON OR THROUGH OR FROM THE SERVICE SHALL BE TANTAMOUNT TO ANY WARRANTY.
VENDOR AGREES THAT IN NO EVENT WILL PENTON BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF PENTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF OBTAINING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) MESSAGES OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
This TOU is governed by New York law, excluding conflict of law principles. Any action or proceeding arising out of or related to this TOU must be brought in the state or federal courts located in New York County in the State of New York, and both parties irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this TOU must be in writing (e-mail messages shall be deemed writings).
Penton reserves the right to change the terms of this TOU with or without prior notice at any time.
Last updated April 28, 2014