Terms and Services Agreement

MATERIALINK PROVIDES THIS WEB SITE AND RELATED SERVICES SUBJECT TO YOUR COMPLIANCE WITH THE MEMBER’S TERMS AND CONDITIONS SET FORTH BELOW. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. YOU MAY NOT COMPLETE YOUR REGISTRATION AND USE THE WEB SITE WITHOUT AGREEING TO COMPLY WITH ALL OF THE MEMBER’S TERMS AND CONDITIONS SET FORTH BELOW, AND BY REGISTERING FOR A USER NAME AND PASSWORD, YOU AGREE TO ABIDE BY ALL OF THE MEMBER’S TERMS AND CONDITIONS SET FORTH BELOW.

1. General

This Membership Agreement, including the Transaction Rules describes the terms and conditions applicable to your use of the Site. If you have questions concerning these terms and conditions, please contact MateriaLink at 1-864-987-9054.

MateriaLink may amend this Agreement at any time by posting the amended Agreement on the Site. Amendments shall be effective as of the date of any such amendment is posted. In addition, MateriaLink will notify Members of amendments to this Agreement through the MateriaLink site. Without limiting the generality or effect of the foregoing, MateriaLink may also add, delete or modify some or all of our services at any time at MateriaLink’s sole discretion.

The Site is available to any qualified participants who are capable of forming legally binding contracts under applicable law. Qualified participants include any other person or entity deemed qualified by MateriaLink in its sole discretion. Notwithstanding anything to the contrary contained in this Agreement, MateriaLink may refuse to accept an application for membership in its sole discretion and may terminate or limit a Member's use of the Site at any time in MateriaLink’s sole discretion.

2. Terms and Conditions Between Members

This Agreement, including, without limitation, governs the Transaction Rules and your Fee Arrangement, the Member’s use of the Site and participation in the Site and constitutes acceptance of the Member's Terms and Conditions. However, the specific terms and conditions of a Member's purchase or sale of products (such as pricing, warranties from Sellers, delivery, etc.) through the Site are established between Buyer and Seller, subject to compliance with MateriaLink’s Fees, see paragraph 3. Each Buyer or Seller with which you do business on the Site has the option to add its own terms and conditions.

Although Sellers and Buyers will conduct business on the Site, MateriaLink is merely a venue for Buyers and Sellers to agree upon the terms of transactions. MateriaLink does not set or endorse the price, contract terms, quality, safety, conformance or legality of the products and services advertised or offered for sale or the ability of Sellers to sell products or the ability of Buyers to buy products. MateriaLink does not and cannot control whether Sellers will complete the sale of products they offer. MateriaLink is not responsible with respect to payment or collection for orders made and bids placed on the Site.

3. MateriaLink Fees

For more information, please contact Customer Accounts at 1-864-987-9054.

4. System Integrity

Member agrees to comply with all applicable local, state, federal, and international laws, statutes, rules and regulations relating to Member's use of the Site, including without limitation all applicable tariff and trade laws and intellectual property laws.

Member shall not provide access to the Site to other persons through use of Member's User Name and Password. The Member is solely responsible to ensure that it takes no action or omits to take any action which in either case results in any other person utilizing Member's User Name and Password. MateriaLink is specifically not responsible for the unauthorized use of any Member's User Name or Password. MateriaLink assumes no responsibility for unauthorized transactions. Member agrees not to (i) access the Site or attempt to access the Site with any other Member’s User Name or Password, (ii) acquire or attempt to acquire any other Member’s User Name or Password or (iii) assist any other person in acquiring or attempting to acquire any other Member’s User Name or Password or access to the Site through any other Member’s User Name or Password.

Member agrees not to disclose other Members' confidential information consistent with accepted procurement practices. Member may not use other member information contained in the Site to sell or buy products in competition with MateriaLink. In addition, Member agrees not to disclose MateriaLink’s confidential information, such as Passwords. Without limiting the foregoing, Member will disseminate its Password within Member's own organization only on a need-to-know basis. Member agrees not to invade another Member's privacy in any way. This includes, but is not limited to, the breach or attempted breach of the security of another Member's computer, software or data without the knowledge and express consent of such Member. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.

5. Intellectual Property Matters

Member acknowledges that the MateriaLink Site, general Member information such as Members’ addresses and company information and MateriaLink’s application/operation and the Supplier Information Database shall be the exclusive property of MateriaLink. MateriaLink's use of such data will be made in accordance with MateriaLink’s Privacy Policy, see paragraph 12 of this Agreement. MateriaLink will not share information concerning any Member with any third parties without the prior written consent of that Member, except (i) for the fact that Member is a member of MateriaLink, (ii) pursuant to the license granted below, (iii) for data derived from Transactions and (iv) aggregate data about Members which does not identify any particular Member. All third party content published on the Site is property of the respective copyright owners and may not be copied or distributed in any way by Members for commercial purposes.

The content on this Web site is protected by international copyright law. You may print and download portions of the materials solely in connection with your use of the services provided on this Web site. In downloading materials from the Site, you agree not to change or delete any proprietary notices, trademarks and the like from any materials provided therein. Any other copying, redistribution, publication or retransmission of any portion of this material is strictly prohibited without express written consent of MateriaLink, Inc. Requests for re-use should be directed to MateriaLink and will not necessarily be granted.

6. Disclaimer Of Warranties

MateriaLink provides the site on an "as is" and "as available" basis and without warranty or condition, express or implied. Each member agrees that use of the site is at the member's sole risk. MateriaLink expressly disclaims all warranties of any kind, including, but not limited to (i) any implied warranty of merchantability, (ii) any warranty of fitness for a particular purpose or non-infringement, (iii) any warranty that service will be continuous, uninterrupted and/or error-free, (iv) warranties as to the quality, identity or reliability of any buyer or seller and whether you should do business with such buyer or seller, and (v) warranties as to the accuracy of postings made on the site by or on behalf of seller or buyer. The parties desire and agree to comply fully with all applicable laws, rules and regulations. Specifically, the parties agree that the site is not to be utilized to facilitate collusion or other conduct in violation of applicable antitrust laws.

The Site serves as the venue for Members to purchase and sell products and services. MateriaLink is not involved in the actual Transactions between Members. Accordingly, MateriaLink has no control over the truth or accuracy of postings, the ability of sellers to sell listed products or services or buyers to purchase products or services. Because MateriaLink is not involved in the Member-to-Member Transactions, in the event of any dispute between Members, each Member hereby releases MateriaLink and its officers, directors, agents and employees from any claims and damages of every nature arising out of or in any way connected with such dispute.

7. Limitation of Liability

As a condition of membership to the Site, and in consideration of the services provided by MateriaLink, Member agrees that neither MateriaLink, nor any officer, affiliate, director, shareholder, agent or employee of MateriaLink will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expense, or costs resulting directly or indirectly from, or otherwise arising in connection with this agreement or the relationship between member and Materialink, including without limitation:

a. The use of the Site by the Member, including, but not limited to damages resulting from or arising from Member's reliance on the Site, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, missed deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Site;

b. The termination of Member's membership by MateriaLink pursuant to the Member's Terms and Conditions;

c. The failure, or alleged failure, of any product purchased or transferred pursuant to the Site to conform to any specifications or terms, whether published on the Site or not;

d. The breach, or alleged breach, of any warranty, express or implied, relating to any such product or shipment; or

e. Government restriction, strikes, war, any natural disaster or force majeure, or any other condition beyond MateriaLink's reasonable control.

The limitations set forth in this section do not apply to the gross negligence or willful misconduct of MateriaLink and its affiliates (excluding Members), subcontractors, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.

The maximum liability of MateriaLink to any member under this agreement shall not exceed the amount paid by that member to MateriaLink under this agreement.

8. Indemnification

Without limiting the generality or effect of any other provision of this Agreement, as a condition of membership, each Member agrees to indemnify, hold harmless, and defend MateriaLink, and each of its officers, directors, affiliates, subcontractors, agents, and employees against all claims, liabilities, damages and costs, including without limitation reasonable attorneys’ fees, incurred by MateriaLink (except to the extent that such claims, liabilities, damages or costs are the result of the willful misconduct or gross negligence of MateriaLink or its officers, directors, agents, employees or subcontractors), including without limitation any action based on a claim that: (i) if true, would constitute a breach of any of Member’s representations, warranties or agreements hereunder, (ii) arises out of the negligence or willful misconduct of Member or its directors, officers, employees or agents, (iii) any content or material posted on the Site by Member infringes or violates any rights of third parties, including without limitation rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or licenses and (iv) any product sold on the Site failed to meet specifications, breached any warranty or was defective in any way.

9. Termination and Expiration

a. Termination Rights. Either MateriaLink or Member may immediately terminate this Agreement at any time with or without cause by notice in writing or by e-mail.

b. Member Obligations Upon Termination or Expiration. Member agrees that, upon termination of this Membership Agreement, Member will:

· Pay all outstanding debts to MateriaLink in full within ten (10) days.

· Honor all outstanding Transactions.

· Honor all outstanding potential Transactions with third parties until, and unless, withdrawn by the Member.

c. Survival. All warranties made by Member in this Agreement and the provisions of Sections 2, 3, 4, 5, 6, 7, 8, 10 and 11 shall survive the termination of this Agreement.

10. Dispute Resolution and Applicable Law

This Membership Agreement and the relationship between Member and MateriaLink shall be governed by and construed in accordance with the laws of the State of South Carolina without giving effect to any provision of South Carolina law that would cause the laws of any other jurisdiction to apply, except to the extent that U.S. federal patent, trademark or copyright law is applicable. Member and MateriaLink hereby irrevocably submit to the exclusive jurisdiction of any court of the State of South Carolina or the United States sitting in Greenville County, South Carolina, for any action or proceeding arising out of or related to this Agreement or the relationship between Member and MateriaLink.

11. Other General Provisions

This Agreement and the referenced Transaction Rules and your Fee Arrangement, constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written and prior or contemporaneous verbal agreements. A party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Any waiver of a right under the terms of this Agreement must be in writing and signed by an authorized officer of the waiving party. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of this Agreement which shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by Member without prior written permission from MateriaLink.

12. MateriaLink’s Privacy Statement

MateriaLink is committed to protecting your privacy. The only information collected supports your needs at this site. Secured Sockets Layer (SSL) is utilized to encrypt information transmitted between the site and you. Cookies are used but not for storage of private information. They are only used to remember certain preferences. The information collected is used to process transactions and to provide customized reporting. Please read on for more details about our privacy policy.

What information do we collect? How do we use it?

When you buy or sell, we need to know your name, e-mail address, mailing address and billing address. We also monitor customer traffic patterns and site usage to help us develop the design and layout of the site. The information collected will be utilized to notify you about important functionality changes to the Web site, new MateriaLink services. When you send messages through MateriaLink, we ask for your e-mail address and that of the recipient in order to complete your request. MateriaLink will never disclose or send promotional e-mail to recipient addresses provided only to the MateriaLink message service.

How does MateriaLink protect customer information?

When you process transactions or access your account information, we offer the use of a secure server. The secure server software (SSL) encrypts all information you input before it is sent to MateriaLink. Furthermore, all of the customer data we collect is protected against unauthorized access.

Will MateriaLink disclose the information it collects to outside parties?

MateriaLink does not sell, trade, or rent your personal information to others. MateriaLink may provide aggregate statistics about our customers, sales, traffic patterns, and related site information to reputable third-party vendors, but these statistics will include no personally identifying information. MateriaLink may release account information when we believe, in good faith, that such release is reasonably necessary to (i) comply with law, (ii) enforce or apply the terms of any of our user agreements or (iii) protect the rights, property or safety of MateriaLink, our users, or others.

How does MateriaLink allow customers to update or change the information it collects?

You may update or change information related to your MateriaLink account by accessing the section called Your Account of the Web site with your e-mail account and password.

In summary MateriaLink is committed to protecting your privacy. We use the information collected on the site to make using MateriaLink possible and to facilitate your procurement process. We do not sell, trade, or rent your personal information to others.

Your consent

By using the MateriaLink Web site, you consent to the collection and use of information by MateriaLink. If we decide to change our privacy policy, we will post those changes on this page so that you are always aware of what information we collect, how we use it, and under what circumstances we disclose it.