Supplier Terms and Conditions
User Access Agreement for TraQtion, LLC (“TraQtion”) Online Data Management System (THE “SITE”).
NOTICE TO USER: Your retailer customer or a supplier to such customer has mandated, as a condition of doing business with it, that you: (A) register on-line through the Site: (B) if you are such a supplier, that you pay TraQtion the required fees; (C) agree to be bound by the terms and conditions of the user access agreement; and (D) if you are such a supplier, enter data on the Site as directed by the retailer. By doing so, YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS.
- Site. This Site (also referred to as “TraQtion Software”) is owned and operated by TraQtion, LLC. Our principal office is located at 789 N. Dixboro Road, Ann Arbor, MI 48105.
- Definition of Certain Terms. The term “Subscriber” means the party who has been granted access to TraQtion Software. The term “you” and the reference to “your” means the Subscriber and any employee of Subscriber or other person using Subscriber’s user name and password to obtain access to this Site. The term “Data” means any and all information entered by you on the Site, which Data you expressly agree shall be owned by your retailer customer.
- Acceptance of Terms and Conditions By Your Use. By using this Site, you signify your agreement to all of the terms and conditions contained or referenced in this User Access Agreement (“Terms and Conditions”). TraQtion reserves the right to amend these Terms and Conditions at any time and from time to time. Your continued use of the Site following the posting of any amendments to these Terms and Conditions constitutes your acceptance of those changes and TraQtion has no obligation to inform you of such changes in any other manner.
- Permitted Uses. Use of this Site is strictly limited to the Subscriber. You may not sell, transfer, grant a license in or otherwise convey to any third party your right to access TraQtion Software or the right to use this Site. TraQtion has the right to temporarily or permanently limit or bar your access to this Site for any noncompliance with TraQtion policies and practices. You may access this Site for the following purposes: accessing Subscriber’s billing and account information; research using the data for which you are granted access; where permitted, the uploading and manipulation of information or data; communicating with TraQtion; and reviewing and downloading reports and other data or documentation.
- Prohibited Uses. Any use of this Site not described in Section 4 above, is strictly prohibited. By way of example, you should not use this Site or any of its features: for any unlawful purposes or to facilitate or encourage any unlawful act; to post or transmit any material that is threatening, abusive, defamatory, vulgar, obscene, profane, or otherwise objectionable or unlawful; to upload, post, or otherwise disseminate any materials protected by copyright, trademark, or other proprietary right without a valid license or other right to do so; to upload, post or otherwise disseminate any advertisement, solicitation, spam or similar type of information; or to upload, post or otherwise disseminate any private, personally identifiable information regarding others. Although you may download and copy any information or data regarding the Subscriber that is available on TraQtion Software, you may not in any other manner or for any purpose not authorized above reproduce, modify, distribute, transmit, republish, display, re-host, frame or embed any portion of this Site, or its content or tools. You may not reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials downloaded from or made available through our Site.
- Trademarks, Copyrights and Other Intellectual Property Rights. All content included or available on this Site, including the Site’s design, code, text, graphics, interfaces, and the selection and arrangements thereof is copyrighted by TraQtion with all rights reserved, or is the property of third parties protected by intellectual property rights. Any use of materials on this Site, including reproduction for purposes other than those expressly permitted in these Terms and Conditions, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of TraQtion is strictly prohibited. All copies of data from this Site must retain all copyright and other proprietary notices.
- Disclaimer of Warranties. USE OF THIS SITE IS AT YOUR SOLE RISK. NEITHER TRAQTION NOR ITS AFFILIATES WARRANT THAT USE OF OR ACCESS TO THIS SITE WILL BE UNINTERRUPTED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRAQTION AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (A) THAT USE OR ACCESS TO THIS SITE WILL BE UNINTERRUPTED, (B) REGARDING THE ACCURACY OF ANY INFORMATION OR DATA UPLOADED TO THIS SITE BY YOU OR ANYONE ON YOUR BEHALF, OR (C) THAT THIS SITE AND ITS SERVERS OR EMAIL SENT FROM TRAQTION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- Limitation of TraQtion’s Liability. TraQtion shall have no liability to you or to any third party with respect to this Site or its use by you or any other party whether such liability is based on tort, contract or otherwise for consequential, exemplary, special, incidental, or punitive damages even if TraQtion has been advised of the possibility of such damages. Any claim or cause of action that you may have with respect to your use of this Site must be commenced within six (6) months after the cause of action arises.
- Indemnification. You shall be solely responsible for and shall defend, indemnify and hold TraQtion, its affiliates and their respective employees, agents, officers, directors, and assigns harmless from and against any claims, lawsuits, judgments, losses, liabilities, expenses (including reasonable attorney’s fees), costs, damages and awards (collectively “Claims”) including, without limitation, Claims relating to property damage, personal injury, wrongful death or economic loss arising out of or resulting from: (a) your use of this Site; (b) your failure to abide by these Terms and Conditions; and (c) alleged or actual violation of a copyright, trademark, patent, or other intellectual property right of a third party. If TraQtion is not a named party but is involved in legal proceedings (including receipt of subpoenas for documents or testimony) concerning you or your use of this Site, you will reimburse TraQtion for all reasonable expenses (including reasonable attorney’s fees) incurred by TraQtion in connection with such proceedings.
- User Names and Passwords. This Site may contain Subscriber’s confidential, proprietary or sensitive information. If you use this Site, you are entirely responsible for maintaining the confidentiality of your user name and password and for restricting access to your computer, and you accept responsibility for all activities that occur under your user name or password. TraQtion will not be liable for any loss that you may incur as a result of someone else using or having access to your password or user name, either with or without your knowledge. In addition, you are solely responsible for maintaining the secrecy of your user name and password and for monitoring the appropriate use of user names and passwords by your employees and anyone else that has access to your computer(s) at any time. You are free to request a change in a user name and password at any time you choose. TraQtion may from time to time notify you that it may be appropriate to change your password or user name, but TraQtion disclaims any responsibility for giving you any such notice.
- Jurisdiction and Applicable Law. Any legal action by any party or any other person relating to these Terms and Conditions or this Site shall be brought and maintained exclusively in the United States District Court for the Eastern District of Michigan if it has subject matter jurisdiction, and otherwise in the appropriate District Court or Circuit Court in the State of Michigan as provided in the venue statutes of the State of Michigan. The parties consent to personal jurisdiction and venue in such courts and agree not to invoke the jurisdiction of any other court. These Terms and Conditions shall be governed, interpreted and construed in accordance with Michigan law, without regard to its conflicts of law provisions.
- Invalidity. If any of these Terms and Conditions is adjudged to be invalid, void or unenforceable, the remaining Terms and Conditions will not be affected thereby. Such invalid provision may be replaced by the lawful provision that most nearly embodies the original intention of the parties as expressed herein, and these Terms and Conditions will in any event otherwise remain valid and enforceable.
- Entire Agreement. These Terms and Conditions, as they may be amended from time to time, constitute the entire agreement between you and TraQtion with respect to your use of this Site and they supersede all previous communications, representations or agreements, whether oral, written or electronic, between the parties with respect to said subject matter. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.