Terms of Use

v1.1, August 1, 2005

By indicating your acceptance of these Terms of Use: 1) by entering a separate agreement regarding access to and use of RubberNetwork's e-commerce services and functionality that incorporates these Terms of Use by reference, or 2) by continuing to access and use RubberNetwork's e-commerce services and functionality that are the subject of such an agreement, you agree on behalf of the company you represent ("Participant" or "You") that, except as expressly stated in a separate agreement between Participant and RubberNetwork, Participant will use the e-commerce services and functionality in accordance with these Terms of Use.

  1. Participant Information. RubberNetwork offers e-commerce services and functionality as determined by RubberNetwork from time to time, including without limitation, e-sourcing events and supply chain management tools. Participant grants RubberNetwork the right to use the information submitted by the Participant via RubberNetwork's e-commerce services and functionality for all purposes associated with those e-commerce services and functionality and for its internal business purposes, subject to Section 4, Confidentiality, below. Participant further agrees that RubberNetwork may record and observe Participant's use of the e-commerce services and functionality to assist RubberNetwork in providing and maintaining the e-commerce services and functionality. RubberNetwork, however, does not undertake any obligation to record or observe Participants activities.
  2. Reservation of Rights. RubberNetwork and its licensors retain all the intellectual property rights in and to all aspects of its e-commerce services and functionality, including without limitation any related patent rights, copyrights, trade secrets, trade names, service marks, associated goodwill, moral rights, and any other similar rights or intangible assets recognized under any laws or international conventions.
  3. Confidentiality. Participant and RubberNetwork will receive information of the other party or a third party related to Participant's access and us of RubberNetwork's e-commerce services and functionality that is of value to such party and that is either identified as confidential or is such that a reasonable person under the circumstances would understand it to be confidential, which may include information that constitutes a Trade Secret under applicable law (collectively "Confidential Information"). Each party agrees to hold in confidence and to protect the Confidential Information of the other party and of third parties from unauthorized disclosure with the same measures as it protects its own, provided however, that each party will use at least reasonable means to protect such Confidential Information. Additionally each party agrees to use the Confidential Information of the other party or third parties only as permitted in these Terms of Use and the RubberNetwork Privacy Policy, posted at www.rubbernetwork.com and incorporated herein by reference. This obligation shall not apply to the extent that: (i) the information disclosed was already known to the receiving party, without obligation to keep it confidential, at the time of its receipt from disclosing party; (ii) the information was received in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential and without requiring receiving party to keep the information confidential; (iii) the information was publicly known at the time of its receipt by receiving party or has become publicly known other than by a breach of this Agreement or action by the receiving party, (iv) the information was independently developed by the receiving party without use of and by persons without access to the disclosing party's Confidential Information, or (v) the information is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that the receiving party shall use reasonable efforts under the circumstances to notify the disclosing party of such requirement so as to provide the disclosing party the opportunity to obtain protective orders or other relief as the compelling Court or other entity may grant. Each party's obligations under this Section 4 shall extend for a period of three (3) years from termination, expiration or cancellation of Participant's access or use of any of RubberNetwork's e-commerce services and functionality, except to the extent applicable trade secret law requires the obligation to continue.
  4. Indemnification. Participant shall indemnify, defend and hold RubberNetwork and its affiliates, officers, directors, employees, shareholders, members or agents harmless from all damages, liabilities and expenses (and all legal costs including attorneys' fees, court costs, expenses and settlements resulting from any action by a third party or claim) arising out of, connected with or resulting in any way from Participant's violation of these Terms of Use, an agreement that incorporates these Terms of Use by reference therein, the RubberNetwork Privacy Policy, or the RubberNetwork Competition Guidelines, posted at www.rubbernetwork.com and incorporated herein by reference, or applicable law.
  5. Disclaimer. RUBBERNETWORK PROVIDES THE E-COMMERCE SERVICES AND FUNCTIONALITY, AND ALL SERVICES CONTENT ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, RUBBERNETWORK DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. RUBBERNETWORK MAKES NO WARRANTIES ABOUT (i) THE ACCURACY, RELIABILITY, ACCESSIBILITY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION SUPPLIED BY ANY PARTICIPANT, USER OR OTHER THIRD PARTY, (ii) WHETHER PARTICIPANT SHOULD ENGAGE IN ACTIVITES INVOLVING OTHER PARTICIPANTS AND THE ENFORCEABILITY OF ANY SUCH ACTIVITIES OR OBLIGATIONS, (iii) THE ACCURACY OR RELIABILITY THE SERVICES CONTENT, OR (iv) THE RESULTS THAT MAY BE OBTAINED BY USING THE E-COMMERCE SERVICES AND FUNCTIONALITY.
  6. Limitation of Liability. EXCEPT AS REGARDS VIOLATIONS OF CONFIDENTIALITY OBLIGATIONS, NEITHER RUBBERNETWORK NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER. IN NO EVENT SHALL RUBBERNETWORK OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE E-COMMERCE SERVICES AND FUNCTIONALITY, WHETHER SUCH LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RUBBERNETWORK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  7. Equitable Relief. Participant agrees that its violation or threat of violation of these Terms of Use regarding the intellectual property rights related to RubberNetwork's e-commerce services and functionality or the confidentiality obligations of Participant hereunder may result in irreparable harm for which damages would be an inadequate remedy. Therefore, in addition to any rights and remedies otherwise available at law, RubberNetwork and Participant shall each be entitled to seek an injunction, without being required to post any bond or other security, and to seek such other and further equitable relief as may be deemed proper under the circumstances.
  8. Parties. Participant and RubberNetwork are independent organizations acting for their own account and neither party is the partner, joint venturer or agent of the other.
  9. Modification. RubberNetwork may modify these Terms of Use by giving prior conspicuous notice of such changes on the RubberNetwork website located at www.rubbernetwork.com and those changes shall be effective as to Participant's subsequent use of the e-commerce services and functionality.
  10. Severability. If a court of competent jurisdiction declares any provision of these Terms of Use invalid, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of these Terms of Use will continue in full force and effect.
  11. Waiver. No waiver of any breach of a provision of these Terms of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing.
  12. Order of Precedence. To the extent that any terms or conditions contained in these Terms of Use conflict with those in any separate agreement between You and RubberNetwork that incorporates these Terms of Use by reference, the terms and conditions contained is such separate agreement shall control.