Terms and Conditions
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT BY CHECKING THE BOX AND CLICKING THE “ACCEPT” PLATFORM, AND/OR USING ANY PART OF THE SERVICES PROVIDED BY OR THROUGH THE PLATFORM, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS, WHICH INCLUDES A LIMITED LICENSE, DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY AND MANDATORY ARBITRATION OF DISPUTES AND CLASS ACTION AND JURY WAIVERS. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL HAVE NO LICENSE TO USE THE PLATFORM.
You have arrived at www.prowexx.com and/or are otherwise interacting with our Platform (defined below), which is owned and operated by Prowexx Ltd (collectively, “Prowexx,” “we,” “our,” or “us”). This Terms of Service (“Terms”) govern your use of any online service location (e.g. website or mobile app) that posts a link to these Terms (“Site”), and also applies to all features, widgets, plug-ins, applications, content, downloads and other services make available through a Site, and/or that post or link to these Terms (collectively, the “Platform”), regardless of how you access or use it, whether via computer, mobile device or otherwise.
These Terms are an agreement between you (i.e., the corporation, business, other entity, or natural person who develops or supplies products for sale to buyers (“Supplier”) that will be incorporated onto the Platform, or the buyer who utilises this site (“Buyer”), or the service vendor (“Vendor”) who utilises the site (collectively with the Supplier and Buyer, “you” or “your”) and Prowexx, and sets forth your rights and obligations with respect to the use of the Platform and/or other third party platform. We operate the Platform, which includes our product discovery and category management tools, our vendor discovery and evaluation tools, our tools for the curation and optimisation in showcasing your products to buyers (“Buyers”), including, without limitation, the interfaces and APIs provided to access the Platform, and any associated services, results or reports provided to you in any way.
Capitalised terms have the meanings given to them where defined in these Terms.
These Terms will apply to any contract between us for provision of the Service to you (“Contract”). Please read these Terms carefully and make sure that you understand them, before signing-up to receive the Service. Please note that before you receive the Service you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to receive the Service.
We amend these Terms from time to time as set out in clause 11. Every time you wish to receive the Service, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 12 November 2019.
These Terms, and any Contract between us, are only in the English language.
1.Registration, User Information, Privacy and Profile Pages.
A. Registration. In order to access or use some (or potentially all) of the features on the Platform, you must first register through our online registration process at www.prowexx.com. If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself, your Service(s), and Product(s) in connection with the registration process and, as permitted, to maintain and update it including on your Profile Page (defined below), continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorised the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Platform using your name, username, or password; (v) You will immediately notify us of any unauthorised use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.
B. User Information. You acknowledge and agree that you are solely responsible for the accuracy and content of all such personal information, and you agree to keep it up to date. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
D. Profiles. After completing the registration process, you will then be able to create a profile page to showcase and provide information about your Product(s) or Service(s) and your Company information (the “Profile Page”). Your Profile Page may not include any form of prohibited User-Generated Content, as outlined in Section 3.A and in our Rules (Section 5). We may offer you the ability to set preferences relating to your profile or Platform activities, but settings may not become effective immediately or be error free, and options may change from time-to-time. We assume no responsibility or liability for users’ Profile material.
Profile Pages may only be set up by an authorised representative of the individual that is the subject of the Profile Page. We do not review Profile Pages to determine if they were created by an appropriate party, and we are not responsible for any unauthorised Profile Pages that may appear on the Platform. If there is any dispute as to whether a Profile Page has been created or is being maintained by an authorised representative of the individual who is the subject of that Profile Page, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate in our sole discretion. Such resolution may include, without limitation, deleting or disabling access to Profile Pages, or any portion thereof, at any time without notice. You are responsible for all use of your Profile Pages, or other actions, completed using your account, including users that you have invited to collaborate on your account.
- Platform Content, Ownership, Limited License, and Rights of Others.
A. Content. The Platform contains a variety of: (i) materials and other items relating to Prowexx and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Platform, and the compilation, assembly, and arrangement of the materials of the Platform and any and all copyright-able material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Prowexx (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
B. Ownership. The Platform (including past, present, and future versions) and the Content are owned or controlled by Prowexx and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Platform is the property of Prowexx or our licensors or certain other third parties, and is protected by international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Prowexx owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Platform.
C. Limited License. Subject to your strict compliance with these Terms and the Additional Terms, Prowexx grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download (temporary storage only), display, view, use, play, and/or print the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Prowexx sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. In using the Platform, you must respect the intellectual property and other rights of Prowexx and others. Your unauthorised use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Prowexx respects the intellectual property rights of others.
3. Content You Submit and Community Usage Rules.
A. Trademark License. In order to use the Platform, you hereby grant to Prowexx, and represent and warrant that you have the right to grant to Prowexx, a revocable, royalty-free, non-exclusive, non-transferable, limited right and license to use, reproduce, and display as applicable, the names, logos, marks, nicknames, slogans, artwork, trademarks, trade names, service marks that at any time were or are owned, applied to be registered or registered, controlled, cleared for use by, or on behalf of, or licensed by you in connection with the Platform (collectively, the “User Marks”) and any User-Generated Content (defined below) provided by you such as any photographs and audio-visual content featuring your company and/or your products with your User Marks in connection with the Platform.
B. User-Generated Content. Prowexx may now or in the future offer users of the Platform the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Platform (collectively, “submit”) messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials and the ideas contained therein (collectively, but excluding Prowexx Content included therein, “User-Generated Content”). Prowexx may allow you to do this through your Profile Page, forums, blogs, message boards, social networking environments, content creation tools, social communities, contact us tools, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognisable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
C. Non-Confidentiality of Your User-Generated Content.
(ii) In your communications with Prowexx, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Platform are deemed User-Generated Content and licensed to us as set forth below. In addition, Prowexx retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Prowexx receipt of your Unsolicited Ideas and Materials is not an admission by Prowexx of their novelty, priority, or originality, and it does not impair Prowexx right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
D. License to Prowexx of Your User-Generated Content.
Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User-Generated Content, you hereby grant to Prowexx, and you agree to grant to Prowexx, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sub-license (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitise, compress, optimise, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to Prowexx to your User-Generated Content, you also hereby grant to Prowexx, and agree to grant to Prowexx, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 3.D.
E. Exclusive Right to Manage Our Platform. Prowexx may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and Prowexx may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules(defined in Section 5). Such User-Generated Content submitted by you or others need not be maintained on the Platform by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Platform or elsewhere.
F. Enforcement. Prowexx has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at Prowexx cost and expense, to which you hereby consent and irrevocably appoint Prowexx as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
G. PROWEXX CANNOT AND DOES NOT ASSUME ANY LIABILITY FOR USER-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO, INCOMPLETENESS, INACCURACIES, OR INFRINGING MATERIALS, AND, AS BETWEEN YOU AND PROWEXX, YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY USE OR RELIANCE ON SUCH USER-GENERATED CONTENT.
4. Representations and Warranties Related to Your User-Generated Content and Products.
A. Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside, (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant Prowexx the rights to it that you are granting by these Terms and any Additional Terms, all without any Prowexx obligation to obtain consent of any third party and without creating any obligation or liability of Prowexx; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to Prowexx permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms (including the Rules) or any Additional Terms, or cause injury or harm to any person.
B. If you post a Product and/or Company information, you represent and warrant that:
- (i) Your User-Generated Content about such Product(s) are truthful and not misleading, deceptive or materially inaccurate in any way, including in relation to the availability, nature, terms or conditions or any other matter relating to the Product being offered;
- (ii) You agree (i) to provide the Buyer with such other information as is reasonably necessary to ensure that the Buyer is fully informed as to the intended and proper use of the Product, including any lists of ingredients, components or materials and any applicable instruction booklets and/or warning labels concerning the Product, and (ii) to use commercially reasonable efforts to respond to additional Buyer Product inquiries;
- (iii) Your Product has been produced, manufactured, packaged and supplied strictly in accordance with the relevant consumer protection and product safety regulations and good manufacturing practices and that it complies, and you comply, with all applicable laws and codes of conduct;
- (iv) Your User-Generated Content does not contain links to any external website other than specified in the website field in the Product sign-up page, unless we have given our prior written consent;
- (v) Your User-Generated Content it is posted within the appropriate category(s). If we consider that you have posted a Product to an incorrect or inappropriate category, we may re-classify and re-post that post as we consider appropriate; and
- (vi) Your Product(s) has been produced, designed, manufactured, packaged, and supplied in a way that does not infringe any intellectual property rights of any third party
C. If You supply an edible Product, you will ensure that, at a minimum:
- (i) It has been produced, manufactured, packaged and supplied strictly in accordance with all relevant food safety and hygiene regulations and applicable laws and good manufacturing practices with any relevant use by dates clearly shown; and
- (ii) It has not been adulterated or contaminated, and is of good quality, edible, and otherwise fit for human consumption.
D. If you post a Service and/or Company information, you represent and warrant that:
- (i) Your User-Generated Content about such Service(s) and company information are truthful and not misleading, deceptive or materially inaccurate in any way, including in relation to the availability, nature, terms or conditions or any other matter relating to the Service(s) being offered;
- (ii) Your Service(s) are offered in accordance with the relevant consumer protection and product safety regulations and good manufacturing practices and that it complies, and you comply, with all applicable laws and codes of conduct;
- (iii) Your User-Generated Content does not contain links to any external website other than specified in the website field in the Vendor sign-up page, unless we have given our prior written consent;
- (iv) Your User-Generated Content it is posted within the appropriate category(s). If we consider that you have posted Service(s) to an incorrect or inappropriate category, we may re-classify and re-post that post as we consider appropriate; and
- (v) Your Service(s) have been produced, designed, manufactured, packaged, and supplied in a way that does not infringe any intellectual property rights of any third party.
- (vi) Your User-Generated Content about Company information, including but not limited to category review periods, is truthful and not misleading, deceptive or materially inaccurate in any way, and is kept up to date by you.
5. Community Usage Rules.
As a user of the Platform, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Platform’s online communities (“Communities”).
A. Nature of Rules. Your participation in the Communities is subject to all of the Terms, including these Rules:
- Your User-Generated Content. All of your User-Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User-Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User-Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User-Generated Content or has any rights to your User-Generated Content, or if anyone appears or is referred to in the User-Generated Content, then you must also have their permission to submit such User-Generated Content to Prowexx.
- Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Products. If you choose to submit photos to the Platform, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.
- Act Appropriately. All of your Platform activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your User-Generated Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Platform. Your User-Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.
- Be Original. Don’t copy the Platform or use the Platform, or any element thereof, to create (or allow third parties to create) any software product capable of emulating or competing with the Platform (or facilitating the emulation of or competition with the Platform), or use any of the Platform’s components, files, modules, audio-visual content, or related licensed materials separately from the Platform.
- Do Not Use for Inappropriate Purposes. Your User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity.
- Be Honest and Do Not Misrepresent Yourself, Your Products or Your User-Generated Content. Do not impersonate any other person, user, or company, and do not submit User-Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your Products or identity or affiliation with a person or company.
- Others Can See. We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with Retailers. However, please remember that the semi-public and User-Generated Content that you submit on the Platform within a Community may be accessible and viewable by other Buyers. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on Community spaces and take care when disclosing this type of information to others.
- Don’t Share Other Peoples’ Personal Information. Your User-Generated Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by Prowexx.
- Don’t Damage the Platform or Anyone’s Computers or Other Devices. Your User-Generated Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Platform or any computer or other Device.
If you submit User-Generated Content that Prowexx reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Platform.
B. Additional Restrictions / Non-Compete. In addition to the restrictions on use set forth in Sections 3 and 6, use of the Platform is strictly prohibited by a competitor of Prowexx and you represents and covenants that you and your agents or contractors are not, and will not become, competitors of Prowexx. The license will automatically terminate upon a breach of this Section 5.B
C. Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Platform, whether online or offline. We are not responsible or liable for the conduct or content of any user, including but not limited to those you may invite to collaborate on your Prowexx account. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users, including any Retailers. Exercise common sense and your best judgement in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.