Terms & Conditions
SOURCEMAP SUPPLIER UNIVERSE TERMS OF USE
LAST REVISED [JULY 18, 2024]
Please read these Platform Terms of Use (“Terms”) carefully. These Terms are a legal agreement between You and Sourcemap, Inc. (“Sourcemap”, “We”, “Our” or “Us”) governing Your access to and use of our Supplier Universe platform located at suppliers.sourcemap.eu (“Platform”). The term “You” or “Your”, as used in these Terms, means any person or legal entity who accesses or uses the Platform.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY AND TO PROVIDE SUCH ENTITY’S DATA AS DESCRIBED IN SECTION 4 BELOW. IN THIS CASE THE TERM “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM.
SECTION 13 “MEDIATION AND ARBITRATION” CONTAINS A BINDING ARBITRATION AGREEMENT AND SECTION 14 “CLASS ACTION WAIVER” CONTAINS CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. These Terms require the use of mandatory binding arbitration to resolve disputes rather than jury trials or group litigation. Please follow the instructions in Section 15 below if you wish to opt out of these provisions.
Use of the Platform
1.1. License. Subject to these Terms, Sourcemap grants You a non-transferable, non-exclusive, revocable, personal, non-sublicensable, limited license to use and access the Platform. The rights granted to You in these Terms are subject to the restrictions in these Terms. For the avoidance of doubt, the foregoing license does not grant You any license or right of any kind to any Platform Content (defined below) without prior written consent from Sourcemap.
1.2. Modification. Sourcemap reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to You. You agree that Sourcemap will not be liable to You or to any third-party for any modification, suspension, or discontinuation of the Platform or any part thereof.
1.3. Restrictions. You are prohibited from using the Platform: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate Our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Platform, or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; (vi) to attempt to gain unauthorized access to or impair any aspect of the Platform, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent Your affiliation with any person or entity; (x) to use any portion of the Platform in any manner that may give a false or misleading impression, attribution or statement as to Us or any other person or entity; (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Platform, disassemble the Platform, or otherwise attempt to derive the source code of the software that enables or underlies the Platform, except as may be permitted by applicable law; and (xii) encouraging or assisting a third-party to do any of the foregoing.
1.4. Review. You are solely responsible for Your use of the Platform. Sourcemap does not control, endorse, or approve Your use of the Platform, and Sourcemap is not responsible for Your use of the Platform. Sourcemap is not responsible for any human error caused by You or any third party. Sourcemap is not obligated to prescreen Your use of the Platform, and We do not regularly monitor use of the Platform. However, We may choose, in Our sole discretion, to review Your use of the Platform. Sourcemap may, in its sole discretion, terminate Your use of the Platform for any use that violates these Terms.
Account Platform
In order to use the Platform, You will need to create an account (i) as an individual user, providing Your real name, email address and such other information as We may require, or (ii) as an entity account user, providing Your real name and email address, the real names and email addresses of any individuals with access to or responsibility for managing the entity account, and such other information as We may require. You are solely responsible for any and all activity that occurs under Your account. Sourcemap shall have no responsibility with regard to the use, disclosure, or management of any information or any content accessed, uploaded, processed or exchanged through Your account, except to the extent such activity was not by You and resulted from a security defect in the Platform. You are responsible for (iii) keeping Your account credentials information confidential; (iv) promptly notifying Sourcemap of any suspected or unauthorized use of Your account credentials; (v) disclosure of Your account credentials to third person/party; and (vi) otherwise protecting the security of Your account credentials.
Platform Content
Further to Section 6 below, The Platform is provided to You as a convenience and for Your information only. Your use of the Platform is at Your own risk. Sourcemap does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, shareable links, design, audio, video, and any other information provided from on the Platform (collectively, the “Platform Content”) is accurate or complete; (ii) the Platform Content is up-to-date or current; (iii) Sourcemap has any obligation to update the Platform Content; (iv) the Platform Content is free from technical inaccuracies or programming or typographical errors; (v) the Platform Content is free from changes caused by a third party; (vi) Your access to the Platform will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked or queries run through the Platform is accurate or complete.
You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant Sourcemap a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.
Your Data
The Platform may enable You to submit or input certain data, information and content to the Platform including, without limitation, data, information, and content pertaining to Your company and supply chain including but not limited to product and material data, company records, financial records, audits, certifications, quality, performance, and other test results (collectively, “Your Data”). You represent and warrant that Your Data is and will at all times remain accurate and current. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE OBTAINED ALL NECESSARY PERMISSION, CONSENTS, AND/OR AUTHORIZATION TO UPLOAD PERSONAL DATA (AS DEFINED BY APPLICABLE LAW, AND WHICH SHALL INCLUDE THE TERM “PERSONAL INFORMATION” AS DEFINED BY APPLICABLE LAW) TO THE PLATFORM, AND SUCH DISCLOSURE OF PERSONAL DATA TO, AND USE OF PERSONAL DATA BY, SOURCEMAP DOES NOT VIOLATE APPLICABLE LAWS AND REGULATIONS.
Feedback
The Platform may now or in the future permit You to upload or post to the Platform or otherwise submit to Us various forms of feedback, such as reviews, ratings, questions, comments, and suggestions (collectively, “Feedback”). By submitting any Feedback, You hereby assign (and You represent and warrant that You have the right to assign) to Sourcemap all rights, title and interests, including all intellectual property rights, in and to Your Feedback. In furtherance of this assignment, you acknowledge that Sourcemap will be entitled to unrestricted use of Your Feedback for any purpose whatsoever, commercial or otherwise.
System Requirements
Use of the Platform requires a compatible device and Internet access and may require obtaining updates or upgrades from time to time. Because Your use of the Platform involves hardware and Internet access, Your ability to access and use the Platform may be affected by the performance of these factors. You acknowledge that such hardware and Internet is Your responsibility and Sourcemap is not responsible for any charges associated with Your use of the Platform.
No Warranties
7.1. THE PLATFORM AND PLATFORM CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND SOURCEMAP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE PLATFORM OR PLATFORM CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM OR PLATFORM CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7.2. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE PLATFORM DOES NOT PROVIDE NOR CONSTITUTE THE PROVISION OF ANY LEGAL ADVICE, AUDIT SERVICES, OR CONSULTING SERVICES. USE OF THE PLATFORM IS NOT A SUBSTITUTE FOR LEGAL COUNSEL, AUDIT ADVICE, OR PROFESSIONAL CONSULTING ADVICE. WITHOUT LIMITING THE FOREGOING, THE PLATFORM AND ANY OF THE RESULTS GENERATED THEREBY ARE MERELY SUPPLEMENTAL TOOLS AND THE MAKING OF ANY DECISION BASED ON THE RESULTS IS SUBJECT TO YOUR INDEPENDENT JUDGEMENT, INVESTIGATION AND RESPONSIBILITY INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO DEFORESTATION COMPLIANCE AND THE LIKE. YOU AGREE THAT THE PLATFORM SHALL NOT BE USED OR MARKETED AS A SUBSTITUTE FOR THE EXERCISE OF APPROPRIATE PROFESSIONAL SKILL, LEGAL COUNSEL, AUDIT ADVICE, INVESTIGATION OR JUDGMENT.
Limit of Limitations
8.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOURCEMAP BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR PLATFORM CONTENT, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE; (II) WHETHER SOURCEMAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. ACCESS TO, AND USE OF, THE PLATFORM AND PLATFORM CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM. HOWEVER, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 8 SHALL NOT APPLY TO DAMAGES OR LIABILITIES ARISING FROM OUR WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE IN PERFORMING OUR OBLIGATIONS UNDER THESE TERMS.
8.2. TO THE FULLEST EXTENT PERMITTED BY LAW, SOURCEMAP’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO YOUR ACCESS TO AND USE OF THE PLATFORM AND/OR THE PLATFORM CONTENT WILL BE THE TERMINATION OF YOUR RIGHT TO USE OR ACCESS THE PLATFORM. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8.3. If Remedy Fails of Essential Purpose. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 8 SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. We and You acknowledge and agree that the parties entered into the Terms in reliance upon the limitations of liability set forth in this Section 8, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
indemnification
You agree to indemnify, defend, and hold Sourcemap, Our licensors, Our licensees, and Our and their employees, service providers, affiliates, subsidiaries, parents, and agents) (collectively, “Indemnified Parties”) harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) (collectively, “Claims”) assessed or incurred by Us, directly or indirectly, with respect to or arising out of: (i) Your violation of these Terms; (ii) Your use of the Platform or Platform Content; (iii) Your Data, or Your input or submission of Your Data to the Platform; (iv) Your violation of applicable laws, regulations, or third-party rights; (v) Your Feedback; (vi) Your willful misconduct, fraud, or negligence; and (vii) any introduction by Your or Your personnel of any virus, worm, code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program, or sub-program, or to halt, disable, or interfere with the operation of the software, code, program, or sub-program, itself; adware, spyware, Internet bots, malware, bugs, web bugs, or other surreptitious code in Our licensors’ or licensees’ computer environment, network, or systems. Sourcemap reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify an Indemnified Party, and You agree to cooperate with Our defense of these claims. You agree not to settle any matter without the prior written consent of Sourcemap. Sourcemap will use reasonable efforts to notify You of any such claim, action or proceeding, upon becoming aware of it.
Intellectual Property
You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, service marks, logos, and trade secrets in the Platform and Platform Content are owned by Sourcemap. Neither these Terms, nor Your access to or use of the Platform, transfers to You or any third-party any rights, title, or interest in or to such intellectual property rights. Sourcemap reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
Term and Termination
The Terms will remain in full force and effect while You access and use the Platform. We may suspend or terminate Your right to use the Platform at any time for any reason at Our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of Your rights under these Terms, Your right to access and use the Platform will terminate immediately. Sourcemap will not have any liability whatsoever to You for any termination of Your rights under these Terms.
Governing Law
All matters arising out of or relating to these Terms, the Platform, or Platform Content will be governed and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in New York, New York with respect to any action arising in connection with these Terms, the Platform, or Platform Content.
Mediation and Arbitration
13.1. PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. Unless the parties otherwise mutually agree in writing, You agree to resolve all disputes, claims and controversies (including without limitation the arbitrability thereof) between You and Sourcemap, or any of their officers, members, managers, employees, parent, subsidiary or affiliated entities, successors and assigns (collectively, the “Sourcemap Parties”), including without limitation disputes, claims, or controversies arising out of or relating to these Terms, the Platform, Platform Content, Your Data, or any other matter in dispute between You and any of the Sourcemap Parties, by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect on the date of commencement of the arbitration. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You agree that any of the Sourcemap Parties may enforce this agreement to require You to arbitrate. The arbitration hearing shall take place in New York, New York, at the offices of counsel for Sourcemap. At least 120 days before the arbitration hearing, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties shall bear their own attorneys’ fees and their own mediation, litigation, and arbitration expenses, and the arbitrator shall have no authority to award or redistribute such fees and expenses to any party to the arbitration. This agreement to arbitrate shall be subject to the Federal Arbitration Act.
13.2. If Sourcemap makes any changes to the Mediation and Arbitration Section of these Terms (other than a change to the address at which Sourcemap will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution and Arbitration Section), you may reject any such change by sending us written notice within 30 calendar days of the change to: 225 Broadway, Suite 4100, New York, NY 10007. It is not necessary to send us a rejection of a future change to the Mediation and Arbitration Section of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section 11 within the first 30 calendar days after you first accepted these Terms. If you have not properly opted out of the arbitration class action waiver provisions in this Section 13 and Section 14, respectively, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.
Class Action Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO LITIGATE OR ARBITRATE ANY DISPUTE, CLAIM, OR CONTROVERSY AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A CLASS REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL.
30-Day Opt-Out Period
If you do not wish to be bound by the arbitration and class-action waiver provisions in these Terms, you must notify Sourcemap in writing within 30 calendar days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to Sourcemap at the following address: 225 Broadway, Suite 4100, New York, NY 10007. Subject to Section 13 above, if you do not notify Sourcemap in accordance with this Section 15, you agree to be bound by the arbitration and class action waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance. Such notification must include: (a) your name, (b) your mailing address and (c) a statement that you do not wish to resolve disputes with Sourcemap through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with Sourcemap or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and Sourcemap.
Copyrights and the Digital Millennium Copyright Act
16.1. It is our policy to respect the intellectual property rights of others. If you are alleging that material available through the Platform infringes upon your copyright, we ask that you please submit a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) to the address provided below. In order to be effective, the notice must include the following: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (4) Information reasonably sufficient to permit us to contact you (e.g., an address, telephone number and an email address; (5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
16.2. In the event that materials are removed from the Platform by us (or access to the material is disabled) and you believe that such material is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, please submit a written counter-notification pursuant to the DMCA. In order to be effective, the counter-notification must include the following: (1) Your physical or electronic signature; (2) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (3) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (4) Your name, address, telephone number, and, if available, an email address; and (5) A statement that you consent to the jurisdiction of the U.S. District Court for the District of South Carolina, and that you will accept service of process from the person who provided notification of the alleged infringement.
16.3. All written notices should be sent to the following: 225 Broadway, Suite 4100, New York, NY 10007; info@sourcemap.com.
General Provisions
17.1. Age Restriction. You affirm that You are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms.
17.2. Privacy. Sourcemap collects, uses, and shares personal information collected through the Platform, including without limitation Your Data, in accordance with its Privacy Policy.
17.3. Third-Party Links. The Platform may include links and other content provided by third-parties (“Third-Party Content”). Third-Party Content is provided for Your convenience and information only. Third-Party Content is not under the control of Sourcemap and Sourcemap is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Sourcemap. Use of any Third-Party Content is at Your own risk.
17.4. Local Laws. Access to the Platform from jurisdictions where such access is illegal is prohibited. If You choose to access the Platform, You do so at Your own risk and are responsible for compliance with applicable local laws.
17.5. Miscellaneous. These Terms constitute the entire agreement between You and Sourcemap regarding the Platform and Platform Content. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Notwithstanding the foregoing, Sourcemap may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
17.6. Changes. Sourcemap may revise these Terms or the Platform, or stop providing the Platform, at any time and without notice to You. Sourcemap encourages You to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access to or use of the Platform after such posting constitutes Your consent to be bound by the Terms, as amended.
17.7. Contact. For questions on these Terms, please contact Sourcemap at info@sourcemap.com.
Your Privacy
Please read Privacy Policy
