Annual Subscription Renewal
Annual Subscription will be renewed automatically 90 days prior to the end of each annual subscription period.
RULES & REGULATIONS
The following are terms of a legal agreement (“Agreement”) between you and NEOGROUP, INC. (“Neo Group”). By accessing, browsing and/or using this website (“Site”) or by accessing or using Neo Group’s systems, products, or services (cumulatively, the “Services”), you acknowledge that you have read, understood and agree to be bound by these terms and any other terms that Neo Group may make available to you from time to time and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use this Site or the Services. This Site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this Site may contain technical inaccuracies or typographical errors. Please read this Agreement carefully and be aware that Neo Group may, in its sole discretion and without notice, revise these terms at any time by updating this posting.
COPYRIGHTS AND USE OF SITE CONTENT
All content included or available on this Site and the Services, including the site design, text, graphics, interfaces, and the selection and arrangements thereof, is the property of Neo Group (or its licensors) and is protected by intellectual property rights. Except as stated herein, none of the materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Neo Group or the copyright owner. For the applicable term of your license, and subject to the other terms and conditions set forth herein, permission is granted to download one copy of the materials on this Site on a single computer for your internal business purposes only, provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. The foregoing permission is non-transferable and non-exclusive. This permission terminates immediately if you breach this Agreement. You may not “mirror” any material contained on this Site without Neo Group’s express written permission. Any unauthorized use of the materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes.
Except for the limited license granted under the above paragraph, no right, title, or interest of intellectual property or other proprietary rights in and to the Services or Site made available under this Agreement is transferred to you hereunder. Neo Group and its third party licensors retain all right, title and interest, including, without limitation, all copyright and other proprietary rights in and to the Services and Site, and to all, modifications, enhancements, and derivatives thereof. All rights not expressly granted are reserved.
You shall not: (a) sell, lease, license or sublicense the Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Services or any software included in the Services; (c) provide, disclose, divulge or make available to, or permit use of the Services by, any third party; (d) copy or reproduce all or any part of the Services; (e) interfere, or attempt to interfere, with the Services in any way; (f) use the Services to engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the Services; (g) introduce into or transmit through the Services any virus, worm, trap door, back door; or (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services.
Only your employees and authorized third party consultants (the “Authorized Users”) may use this Site and/or the Services. From to time, Neo Group may, in its sole discretion, issue logon identifier and password to control and monitor your use of the Site and the Services. In some instances, Neo Group may issue to one Authorized User (“Administrator”) an individual logon identifier and password (“Administrator’s Logon”) for purposes of administering the Services. Using the Administrator’s Logon, the Administrator shall assign each remaining Authorized User a unique logon identifier and password and assign and manage the business rules that control each such Authorized User’s access to the Site and Services. You shall ensure that each Authorized User will: (a) not disclose their logon identifier to any person or entity; (b) not permit any other person or entity to use their logon identifier; and (c) use the Site and Services solely in accordance with the terms and conditions set forth herein.
Upon any termination of this Agreement and for a period of twenty (20) days thereafter, you may request Neo Group for a copy of the data/files that have been uploaded or otherwise saved to the database provided as part of the Services subscription purchased by you under this Agreement. If Neo Group makes available such data/file return services at the time of such request, Neo Group may, at its option, make available such data for its then current administrative fee for such service (currently $500 per database per time). The format of delivery of such data/files shall be determined by Neo Group from time to time.
You hereby represent, warrant, and covenant to Neo Group that: (a) you have the authority to enter into this Agreement and perform your obligations hereunder; and (b) you and your Authorized Users will only use the Services and Site for lawful purposes and will not use the Services or Site to violate any law of any country or the intellectual property rights of any third party.
You agree to hold in strict confidence any materials or information that you receive from Neo Group or as a result of your use of the Site or the Services. You further agree that you shall disclose Neo Group’s confidential information only to those employees or agents who are required to access it in furtherance of this Agreement and who agree in writing to protect such information against unauthorized use or disclosure.
Neo Group may audit your use of the Site or Services. You agree to cooperate with Neo Group’s audit and provide reasonable assistance and access to information. You agree to pay within 30 days of written notification any fees applicable to your use of the Site or Services in excess of your license rights.
You shall be responsible for the compliance of the terms and conditions set forth herein, and for the use of the Site and/or Services, by your employees, third party consultants, and agents. You agree to indemnify, defend, and hold harmless Neo Group and its affiliates, officers, directors, representatives, and agents from and against any breach of the terms set forth herein.
Neo Group may terminate this Agreement without any penalty or liability if you or any of the Users breach this Agreement.
SupplyWisdom.com and Supply Wisdom are proprietary marks of Neo Group.
NOTIFICATION OF CLAIMED COPYRIGHT INFRINGEMENT
Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Neo Group and SupplyWisdom.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement.
1962 Main Street
Sarasota FL 34236
Email : firstname.lastname@example.org
NO SERVICES, ENDORSEMENT OR PROFESSIONAL CONSULTATION
There may be delays, omissions, or inaccuracies in information obtained through your use of this Site or the Services. This information is provided to you with the understanding that Neo Group’s provision of this information to you does not constitute the rendering of investment, consulting, legal, accounting, tax, career or other advice or services. Information on this Site or the Services should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors. Moreover, Neo Group does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through this Site or Services by Neo Group, any user, information provider or any other person or entity. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option and risk. Moreover, Neo Group does not grant any license or other authorization to you to use this Site or the Services in any manner if such use in whole or in part suggests that Neo Group promotes or endorses any third party’s causes, ideas, political campaigns, political views, web sites, products or services.
MODIFICATIONS AND INTERRUTION TO SERVICE
Neo Group may alter, suspend or discontinue this Site or the Services or your access to use this Site or the Services at any time for any reason without notice or liability to you or any third party. This Site or Services may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to the user’s systems or operations. The user shall be solely responsible for ensuring that any information or content obtained from this Site or the Services does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage the user’s systems, software or data.
Neo Group makes no representations whatsoever about any other website which you may access through this one. When you access a non-Neo Group website, please understand that it is independent from Neo Group, and that Neo Group has no control over the content on that website, even if Neo Group provides information or services to the owner of that website or obtains products or services from the owner of that website. In addition, a link to a non-Neo Group website, product, or service does not mean that Neo Group endorses or accepts any responsibility for the content or the use thereof. In fact, Neo Group disclaims any and all liability and responsibility for such content. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
You acknowledge and agree that Neo Group shall own and have the unrestricted right to use, publish, in electronic form and otherwise, distribute and exploit any and all information that you post or otherwise publish on this Site (“Submissions”). You hereby waive any and all claims against Neo Group for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution or any other intellectual property rights in connection with Neo Group’s use and publication of such Submissions. This means that anything submitted by you to this Site will be owned by Neo Group and may be used by Neo Group for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event Neo Group’s ownership of such Submissions is successfully contested, you automatically grant Neo Group a perpetual, royalty-free, non-exclusive, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. Neo Group does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through this Site by any user of this Site, information provider or any other third party. Neo Group expressly disclaims any and all liability related to Submissions, and you acknowledge that any reliance upon such Submissions shall be at your sole risk. You covenant that you shall not post or otherwise publish on the Site any materials that: (i) are threatening, libelous, defamatory, or obscene; (ii) would constitute, or that encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate law; (iii) infringe the intellectual property, privacy, or other rights of any third parties; (iv) contain a computer virus or other destructive element; (v) contain advertising; or (vi) constitute or contain false or misleading statements. Neo Group in its sole discretion reserves the right to refuse to post and the right to remove any information or Submission from this Site, in whole or in part, for any reason.
DISCLAIMER OF WARRANTIES
The site and all materials thereon are distributed on an “as is” basis without warranties or representations of any kind. To the fullest extent permissible under applicable law, Neo Group disclaims all representations and warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for particular purpose, title and non-infringement. Specifically, but without limitation, Neo Group does not represent or warrant that: (1) the information on this site is correct, accurate or reliable; (2) the functions contained on this site will be uninterrupted or error-free; or (3) defects will be corrected, or that this site or the server that makes them available are free of viruses or other harmful components. You hereby acknowledge that use of the site is at your sole risk. If you are a California resident, you hereby waive California Civil Code Section 1542 which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
COMPLIANCE WITH LAWS
You and the Users shall use the products, Site, and Services in strict compliance with all applicable laws and regulations. Without in any way limiting the generality of the foregoing provision, you acknowledge that you are familiar with and understand the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act of 2010 (“UKBA”) and agree to comply with its terms as well as any provisions of local law or Neo Group’s corporate policies and procedures related thereto. You further understand the provisions relating to the FCPA and UKBA’s prohibitions regarding the payment or giving of anything of value, including, but not limited to, payments, gifts, travel, entertainment and meals, either directly or indirectly, to an official of a foreign government or political party for the purpose of influencing an act or decision in his or her official capacity or inducing the official to use his or her party’s influence with that government, to obtain or retain business involving the products, Site or Services. You agree to not violate or let anyone violate the FCPA or UKBA, and you agree that no payment you make will constitute a bribe, influence payment, kickback, rebate, or other payment that violates the FCPA, the UKBA, or any other applicable anticorruption or anti-bribery law.
You further acknowledge and agree that the products and Services sold under this Agreement may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder. You hereby agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, you covenant that you shall not, directly or indirectly, sell, export, reexport, transfer, divert, or otherwise dispose of any Services, products, software, or technology (including products derived from or based on such technology) received from Neo Group under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from Neo Group and competent government authorities as required by those laws and regulations. These prohibitions include, but are not limited to the following: (i) the products and Services cannot be exported or reexported to any countries embargoes by the United States (currently including Cuba, Iran, North Korea, Sudan or Syria) which includes nationals of these countries employed by you; (ii) the products and Services cannot be exported or re-exported for military use in country group ‘b’ prior to valid ‘export license’ or valid ‘license exception’; (iii) engineers cannot have access to Neo Group’s proprietary encryption source code; and (iv) the products or Services cannot be used for any prohibited end uses including any ‘nuclear, biological or chemical weapon related activities’. You agree to immediately notify Neo Group of any suspicious activities by any employee or contractor related to the products, Site or Services. You hereby agree to indemnify and hold harmless, to the fullest extent permitted by law, Neo Group and its licensors from and against any fines or penalties that may arise as a result of a breach of this provision. This export control clause shall survive termination or expiration of this Agreement.
LIMITATION OF LIABILITY
Under no circumstances shall Neo Group or any of its predecessors, successors, parents, subsidiaries, affiliates, licensors, officers, directors, shareholders, investors, employees, agents, representatives, attorneys and their respective heirs, successors and assigns be liable for any damages, including direct, incidental, punitive, special, consequential or exemplary damages (including any loss of profits, revenue, data, or data use) that directly or indirectly result from the use of, the inability to use, this Site or the Services or the information obtained on this Site or obtained from your use of this Site or the Services, including for viruses alleged to have been obtained from the Site or Services, even if Neo Group has been advised of the possibility of such damages. In no event shall Neo Group’s or any of its predecessors’, successors’, parents’, licensors’, subsidiaries’, affiliates’, officers’, directors’, shareholders’, investors’, employees’, agents’, representatives’, attorneys’ and/or their respective heirs’, successors’ and assigns’ total liability to you for any and all damages, losses, claims, and causes of action whether in contract, tort (including, but not limited to, negligence) or otherwise exceed $1. Some jurisdictions may not allow the exclusion of implied warranties in which case some of the above exclusions may not apply to all users.
NEO GROUP DOES NOT GUARANTEE THAT THE SERVICES, PRODUCTS OR SITE WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT NEO GROUP WILL CORRECT ALL ERRORS. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
You hereby agree to indemnify, defend, and hold harmless Neo Group and all of its predecessors, successors, parents, subsidiaries, affiliates, licensors, officers, directors, shareholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of or relating to any breach by you or by your agents, contractors, or Users of this Agreement or the representations, warranties, and covenants you have made by agreeing to the terms of this Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim. Neo Group reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
ENFORCEMENT OF TERMS AND CONDITIONS
This Agreement is governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law. You expressly agree that exclusive jurisdiction resides in the courts of the State of New York. You further agree and expressly consent to the exercise of personal jurisdiction in the State of New York in connection with any dispute or claim involving Neo Group. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
You may not assign this Agreement or transfer the Services or products or any interest therein without obtaining Neo Group’s prior written consent.
INFRINGEMENT NOTICES AND TAKEDOWN
Neo Group prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on this Site infringes your copyright, you should notify Neo Group of your copyright infringement claim in accordance with the following procedure. Neo Group will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA). Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, SupplyWisdom.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement.
1962 Main Street
Sarasota FL 34236
Email : email@example.com
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. 512(c)(3)):
1. 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 the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has 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;
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
This Agreement constitutes the entire agreement between you and Neo Group with respect to the subject matter of this Agreement and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Neo Group.