User Agreement/Terms of Use1. Agreement Basics. 1.1 Introduction. Welcome to SupplierEvaluations.com, a web community dedicated to promote excellence in Suppliers by collecting an objective track record on their products and services and sharing it with our community members. At SupplierEvaluations.com (the "Site") we have created an objective evaluation mechanism that allows our community members to submit evaluations based on direct experience with Suppliers. This information is used by our community members to allow for more informed decision making in sourcing, buying and partnering with potential suppliers and service providers. This User Agreement ("Agreement"), also referred to as "Terms of Use" lists the terms of the agreement between you and SupplierEvaluations.com), as well as the owner of the Site, Peer Evaluations LLC, of 9202 Avalon Dr. Bedford MA 01730, (hereinafter collectively "SupplierEvaluations") for the use of the Site, including access, providing evaluations, reviewing evaluations, and all other services that we provide (collectively called the "Services"). By completing the registration process, you agree to accept the terms and conditions of this Agreement and to become a registered user of this Site. 1.2 Modification. If we change this Agreement, a revised version of this Agreement shall be posted here, on the site, which shall automatically replace the terms of this Agreement. Your continued use of the Site and the Services following SupplierEvaluations’s posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, do not continue to use the Services or this Site, and see our cancellation policy, below. 1.3 Additional Policies. This Agreement incorporates by reference the following policies and documents also found on this Site: 2. About SupplierEvaluations.com. 2.1 Community of Supplier Performance Evaluations. SupplierEvaluations.com is dedicated to collecting and disseminating supplier performance evaluations based on the peer input from our community members. In today’s competitive global economic environment the pressures of lowering costs throughout the supply chain are enormous while the access to supplier performance information on the overseas suppliers remains limited. Our main focus is to close the information gap between the purchasing and supply chain management professionals from small and mid size businesses of developed countries and a growing community of suppliers across the world. To make this process effective we have incorporated an industry supported supplier evaluation mechanism that lets our community members submit structured evaluations of suppliers based on their direct experience. SupplierEvaluations is a website service that allows registered users (hereinafter "Users" or "Members") to submit structured evaluations of suppliers (hereinafter referred to as "Suppliers" or "Sellers") based on the Member’s direct experience with that Supplier. The key to SupplierEvaluations.com is the Supplier Performance Evaluation Report or “SPE Report” which is the document that contains the analysis of existing or new suppliers on the basis of key performance indicators such as overall value, quality, production capacity, on time delivery, service, cost and managerial capabilities. Information is provided by Members who have had direct experience with the Supplier. SupplierEvaluations has four levels of membership to the Site as explained below. Basic membership is perpetual unless it is explicitly cancelled by a Member. All other memberships are for a period of one year and must be renewed every 12 months or be will automatically turned into Basic Membership at expiration. All four levels of membership provide the following benefits to the Members:
The levels of membership are as follows:
3. Membership Details. 3.1 Requirements. To be a registered Member of this Site, you must agree to accept the terms and conditions of this Agreement, and you must have a valid credit or debit card that we accept (see Section 5.2 below for further details) or a Purchase Order for enterprise accounts. You may only use the Services if you are able to form legally binding contracts, are over the age of 18, and are not temporarily or indefinitely suspended from our Sites. If you are under the age of 18, you may only use this site in conjunction with and under the supervision of your parents or guardians. 3.2 Registration. We will not accept any request from you to access the Site, provide Site contributions, or download SPE Reports before you have registered with us. To register, you must provide your legal and current name, address, phone number, and an active business email address. 3.3 User Name and Password. You will need a user name and password to access the Site and use the Services. You are solely responsible for maintaining the security of your user name and password and for all activity that occurs under your email address and password. You should not disclose your password to any other person. 4. Providing Information as Supplier. 4.1 Listing Process. A registered Supplier who wants to provide its business information to the Site, so as to be included in the Site’s list of Suppliers, may do so free of charge, after registering with the Site. Suppliers providing information about their own business may provide basic information only, and may not evaluate or rate themselves or their goods/services. Suppliers may provide their own contact information, general description of business, basic financial information, description and cost of goods/services, link to their home domain, and reference information. The provided information will be included in the list of Suppliers on the Site, but no evaluation information will be available until provided by a Member who has had direct experience with the Supplier. Registered Suppliers that have subscribed for such notification, will be notified by email of any evaluation being published on the Site SPE Report regarding their business. 4.2 Accuracy. SupplierEvaluations makes no representation or warranty as to the accuracy, completeness or authenticity of the information provided by the Supplier, and makes no claim to have verified the same. Members rely on such information and link to any other webites at their own risk. You, the Member, agree that you must evaluate, and bear all risks associated with, the use of any information and/or services provided by the Supplier(s), that you may not rely on SupplierEvaluations for said content, as SupplierEvaluations has not verified the accuracy or completeness of same, and that under no circumstances will SupplierEvaluations be liable in any way for any content or information posted by Suppliers, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any Supplier-posted information. However, Suppliers posting incorrect or fraudulent information shall be subject to membership termination without refund, if such misinformation is deemed intentional, and is not timely corrected after notification, at the sole discretion of SupplierEvaluations. 4.3 Supplier Disputes. A Supplier shall have the same access to review the SPE Report for its business as any other member. If the Supplier feels that evaluation information provided by a member is incorrect, erroneous, or fraudulent, it may utilize the Supplier Dispute Resolution Process. The Supplier will notify SupplierEvaluations via a dedicated email address (disputes@ SupplierEvaluations.com) and the disputed information will be immediately suspended, pending investigation. The Supplier shall include in its email any claims and defenses with regard to the disputed information. The contributing member will then be contacted and asked to provide more details as to its claim. If, in the sole discretion of SupplierEvaluations, both parties have legitimate claims to their position, SupplierEvaluations shall post both the member feedback as well as the Supplier’s feedback into the SPE Report, so as to clearly express both sides of the issue. The involved parties may mutually agree to remove their evaluation feedback. All Members and Suppliers hereby agree that SupplierEvaluations shall not be held liable in any way for any losses caused by information posted by Members or Suppliers. All Members and Suppliers hereby agree to indemnify and hold harmless SupplierEvaluations for any damages caused by the postings, evaluations, comments, and the like, posted by such Members and/or Suppliers. Suppliers who are not registered users of the site shall have the same right to utilize the Supplier Dispute Resolution Process as outlined above, via contacting the email address provided and following the established procedure. 4.4 Removal. SupplierEvaluations.com shall have sole and complete discretion to remove any evaluation submitted by a member that it determines to be incorrect, erroneous, or fraudulent. Members will not be compensated via payment or credit, as outlined in Paragraph 5.2 below, if their contribution is rejected for this reason, during the calendar year it was submitted. 5. Evaluation and Contribution Process. 5.1 Providing Evaluation Contributions. A registered member who wants to provide evaluation contributions to the Site, so as to have such information be included in a particular Supplier’s SPE Report, may do so at any time, and in any quantity, after registering with the Site. The Member must have had at least one direct experience with the Supplier it is evaluating. Members shall have the opportunity to evaluate a Supplier on a number of criteria, including, but not limited to, Reliability, Quality, Value, and others. Members agree to be truthful at all times with respect to their contributions. An on-line form will be provided to the Member for completion, and the form must be completed fully in order to be considered for submission and compensation (multiple submissions of partial information will not be considered). The provided information will be put into SupplierEvaluations’ validation process prior to being posted on the Supplier’s SPE Report. The submitted information will be published only if it passes the validation process The validation process is present to prevent potential fraudulent or malicious use, however, SupplierEvaluations.com makes no claim to have investigated or validated all information on the site. Members posting incorrect or fraudulent information shall be subject to membership termination without refund, if such misinformation is deemed intentional, and is not timely corrected after notification, at the sole discretion of SupplierEvaluations. Not all evaluations will be selected for validation, however, any member whose evaluation is selected for validation hereby agrees to cooperate with the validation process and provide any information requested by SupplierEvaluations to assist in evaluation. Any member who refuses to provide requested information could have their evaluation rejected, at the sole discretion of SupplierEvaluations. No compensation or credit shall be provided to any member whose evaluation is rejected in accordance with this paragraph. After validation, the provided information will be added to the SPE Report for that Supplier. 5.2 Accuracy. SupplierEvaluations makes no representation or warranty as to the accuracy, completeness or authenticity of the evaluation information provided by the Member, and makes no claim to have verified the same. Members rely on such information and link to any other webites at their own risk. You, the Member, agree that you must evaluate, and bear all risks associated with, the use of any information and/or services provided by other Members, that you may not rely on SupplierEvaluations for said content, as SupplierEvaluations has not verified the accuracy or completeness of same, and that under no circumstances will SupplierEvaluations be liable in any way for any content or information posted by Members, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any Member-posted information. 5.3 Benefits of Evaluation Contributions. Our contributing members who submit evaluation information via the process described in Paragraph 5.1 that is added to a SPE Report, will benefit in one of two ways when the SPE Report is purchased and downloaded, by choosing one of the following options:
5.4 Choosing of Option a or b. Members must choose their method of compensation, either pursuant to Paragraph a (direct payment compensation) or b (download credit) at the time of registration. The option can be changed by the member up until they first submit evaluation information or first download a SPE Report, whichever occurs sooner. 5.5 Evaluation Updates. Each evaluation will be dated at the moment of submission automatically. Evaluations are valid for 12 months from the date of being published on the Site for the first time. When the evaluation is about to expire we will send a message to the contributor, no later than ten days prior to expiration, requesting an update the information with the latest data. If no such new data exists, this part of supplier evaluation is turned to archive and is no longer a part of active Supplier Performance Evaluation report. The archival information is still presented in the SPE report but is marked as such. 6. Notifying the Supplier of the Evaluation. 6.1 Notification. Registered Suppliers that subscribed to receive such notices, will be notified by email of any evaluation be published on the Site SPE Report regarding their business. Such evaluation is published in the normal course of business by SupplierEvaluations after the Validation Process. If the Supplier wishes to dispute any published information, it may utilize the Supplier Dispute Resolution Process, described in Paragraph 4.3 above. 7. Referral Program. 7.1 Referral Program. If a Member or Supplier refers a new member to the Site, and the new member registers with the site, the referring Member or Supplier shall receive the following discounts:
8. SupplierEvaluations’ Participation. 8.1 Permission. As a member, you grant SupplierEvaluations permission to utilize properly accredited and reputable third-party credit card processing company of SupplierEvaluations’ choosing to charge your credit card for the cost of membership. Charges will be billed on the first date of membership registration for the annual subscription. Charges for downloaded SPE Reports will be charged on the date of download, or as soon as possible thereafter, based on time of day and holidays. 8.2 Grant of License. You grant SupplierEvaluations a perpetual, non-exclusive, transferable, worldwide, irrevocable, royalty-free right to exercise publicity, database, trademark and copyright rights, including the right to reproduce, modify, adapt, publish and display on the Site and on the sites of our partners and affiliated companies, any content you may provide to SupplierEvaluations in connection with your use of SupplierEvaluations and its Services. - You agree that SupplierEvaluations shall be permitted to use your screen name, industry, title and location on the site in connection with the content in conjunction with SupplierEvaluations’s marketing, promotion and publicity efforts in any media known now or in the future. SupplierEvaluations will use names or any other private information ONLY with the specific permission from the user. By default the identity of users is hidden and will not be shared. 8.3 Release. SupplierEvaluations acts as a marketplace only to allow Members and Suppliers to interact regarding evaluation of supplier performance. In all cases, the submission and confirmation of evaluations are resulting from transactions between Buyers and Sellers only. If you have a dispute with one or more registered users, you release SupplierEvaluations and all affiliated companies, managers, members, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. You acknowledge that California Civil Code Section 1542 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." If you are a resident of California, you agree to waive California Civil Code Section 1542. If you are a resident of any other state or foreign country, you agree to waive in advance any similar laws of such other jurisdiction. 8.4 Privacy. We use your information only as described in the SupplierEvaluations Privacy Policy. If you object to your Information being transferred or used in this way please do not use our services. 9. Prohibited Activities. 9.1 Offline Transactions. You agree not to use the SupplierEvaluations website to obtain SPE Reports for sale to other members, or to share SPE Reports with other members, either for compensation or otherwise. You agree not to harass users of SupplierEvaluations, or provide inappropriate or adult content to users through the site. Such acts may result in immediate cancellation of membership, without refund, at SupplierEvaluations’s sole discretion. 9.2 Personal Information in Evaluations. As a Member, you agree not to place any personal information (including, but not limited to, addresses, phone numbers, or email addresses) in the supplier evaluation submissions. 9.3 Abusive Behavior. You agree not to use abusive language or behave in an abusive manner to any SupplierEvaluations member, Supplier, employee or customer. 9.4 Adult Materials. You agree not to list, distribute, sell or buy any adult materials, obscene materials or pornographic materials through the Site, directly or indirectly, and you agree not to use any names or other information found on or via this Site to do so. 9.5 Illegal Activity. You agree not to use this Site for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations, and specifically those that relate to slander or libel. You agree not to use or permit anyone to use information provided through the Site for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized credit card. You agree not to copy, modify, or distribute any content from the Site, including SupplierEvaluations’s copyrights and trademarks, if any, and/or link to the Site without SupplierEvaluations’s prior written permission. 9.6 Removal of Services. Access to the site may be denied and memberships cancelled without refund if this agreement is violated by any member or Supplier, at the sole discretion of SupplierEvaluations. 9.7 Promotional Materials. The Members’ name and address information is provided to Members and Suppliers for the sole purpose of creating a business community and promoting the evaluation of businesses. The forums on the site are for open discussions and not for the promotion of business or dissemination of business materials. Doing so may be cause for termination. Any users who choose to follow any “links” posted by other users do so at their own risk, and SupplierEvaluations makes no claim and takes no responsibility for any content at the end of any such links. 10. Consequences. 10.1 Investigations. We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your transaction and services. 10.2 Violations, Termination and Suspension. We may take any action that we deem appropriate in our sole discretion (including without limitation issuing a warning, suspending or terminating service, denying access, removing a listing or recommending you edit a listing) if: (a) you breach this Agreement or any document it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability for you, for other users, or for SupplierEvaluations. You agree that payments owing to you for contributions made through this Site may be suspended or delayed pending our investigation. SupplierEvaluations is not obligated to pay you for any contributions if we have a good faith basis to believe such contributions were unlawful or otherwise made in material violation of this agreement. 10.3 Disclosure of Information. You agree that SupplierEvaluations may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. SupplierEvaluations will cooperate to ensure that violators are prosecuted to the fullest extent of the law. 10.4 Making Adjustments. You authorize us to withhold payment or charge your credit card account any amount you owe us if (a) a transaction or membership is cancelled for any reason; (b) an adjustment is made by us; (c) we reasonably believe that you have committed fraud or other illegal act or omission; (d) you otherwise owe us a specific amount. If any of these things happen, we may also deduct from any amount we owe you the amount you owe us. 11. Your warranties to us. 11.1 Accurate Descriptions. For all services you list as the Supplier, you warrant that your descriptions of the services and descriptions of any goods accurately detail and describe the services offered by your busness. If you, at any time, deliver invalid, fraudulent, or misrepresented services, SupplierEvaluations reserves the right to cancel your membership and hold you liable for any and all damages we may incur to satisfy the Member. These charges may include, but are not limited to, coupons and gift certificates, refunds to the Buyer. 11.2 Other Information. You represent and warrant that any information you provide to us, to other users, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale or rental of counterfeit or stolen items; (d) does not infringe any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information. 11.3 Laws and Regulations. You warrant that you will comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site. SupplierEvaluations does not monitor, obtain, nor have any knowledge of the value of any services listed on the Site. 11.4 Indemnity. You agree to indemnify and hold SupplierEvaluations and (if applicable) any parent, subsidiaries, affiliates, managers, members, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by SupplierEvaluations and (if applicable) any parents, subsidiaries, affiliates, managers, members, agents, attorneys and employees that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions on this Site, including but not limited to your breach of this Agreement, or your violation of any law or the rights of a third party. 12. Disclaimers and limitations of liability. 12.1 No Warranty. Except for the express warranties stated in this Agreement, SupplierEvaluations provides the software, site and services on an "as is" basis and "as available" basis without any warranties of any kind. SupplierEvaluations makes no warranty with respect to its software, any of the services SupplierEvaluations provides, or that sellers or buyers will perform as promised, and SupplierEvaluations expressly disclaims all such warranties, whether express, statutory or implied, including without limitation any warranties of merchantability, title, non-infringement of third party rights or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you. Member shall indemnify SupplierEvaluations for any and all lawsuits or damages resulting from any images or content uploaded to the site by that member. 12.2 Waiver of Consequential Damages; Limit of Liability. SupplierEvaluations expressly disclaims any responsibility for any lost profits or special, consequential, incidental, or exemplary damages (including without limitation indirect and special damages) that may result from the services or the site, or the suspension, termination or malfunction of the services or the site. Under no circumstances shall SupplierEvaluations be liable for direct, indirect, incidental, special, consequential or exemplary damages (even if SupplierEvaluations has been advised of the possibility of such damages), resulting from any aspect of your use of the SupplierEvaluations site or the service, whether the damages arise from use or misuse of the SupplierEvaluations site or the service, from inability to use the SupplierEvaluations site or the service, or the interruption, suspension, modification, alteration, or termination of the SupplierEvaluations site or the service. Such limitation shall also apply with respect to damages incurred by reason of other services or products received through the SupplierEvaluations site or the service or any links on the SupplierEvaluations site, as well as by reason of any information received through or advertised in connection with the SupplierEvaluations site or the service or any links on the SupplierEvaluations site. SupplierEvaluations expressly disclaims any responsibility for any lost profits or special, consequential, incidental, or exemplary damages (including without limitation indirect and special damages) that may result from any customer “rating system” that may appear on the Site. These limitations shall apply to the fullest extent permitted by law. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you. 12.3 Allocation of Risk. You acknowledge and agree that the foregoing disclaimers and limitations of liability represent bargained for allocations of risk, and that the pricing and other terms and conditions of this agreement reflect such allocations of risk. 12.4 Tax Indemnity. You agree that SupplierEvaluations is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold SupplierEvaluations and (if applicable) any parents, subsidiaries, affiliates, managers, members, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys’ fees) incurred by SupplierEvaluations that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of SupplierEvaluations. This paragraph shall apply to any members who may receive a 1099 or similar document from SupplierEvaluations due to the amount of compensation received from their contributions to the site. 12.5 Change or Suspension of Site. SupplierEvaluations reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any part of the Site with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this Agreement, for any reason. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our Site may be interfered with by numerous factors outside of our control. SupplierEvaluations is never, for any reason, responsible for evaluations listed on the site that are not viewed or downloaded. If the service is discontinued permanently, memberships will be refunded on a pro-rate basis for the remaining membership period. 12.6 Regular Maintenance. The Site could be unavailable from __am-__am Eastern time each morning while it is being updated and modified. During this time, the Site will be temporarily unavailable. The SupplierEvaluations Site is updated daily at __-hour intervals. When a Member or Supplier provides information for Site, the information may not be available for viewing until the next regularly scheduled site update (up to 4 hours). SupplierEvaluations is not responsible for any damages resulting from these regular 4-hour site updates. 13. SupplierEvaluations owns the intellectual property. 13.1 Ownership of Intellectual Property. You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property"), if any, are and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of SupplierEvaluations’s Intellectual Property. 13.2 Copyright. Any Copyrights (c) owned by SupplierEvaluations or the site’s owner, Peer Evaluations LLC , of 9202 Avalon Dr. Bedford MA 01730, USA, and marked as such on the Site, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of SupplierEvaluations or its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of SupplierEvaluations and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited. 14. Additional terms that affect our agreement. 14.1 No Agency. You and SupplierEvaluations are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement. 14.2 Notices. Except as expressly stated otherwise, all notices to SupplierEvaluations shall be sent to the email addresses provided on the Site (e.g., (JavaScript must be enabled to view this email address)). Our street address is 9202 Avalon Dr. Bedford MA 01730. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent. 14.3 Governing Law; Arbitration. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in or around Boston, Massachusetts, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for Massachusetts, Suffolk County, U.S.A. 14.4 Miscellaneous. This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of SupplierEvaluations, which we can refuse in our sole discretion. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns. Our suppliers and co-brand partners are third-party beneficiaries of this Agreement. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph. 15. Cancellation and Renewal Policy. Basis membership to this site is perpetual unless explicitly cancelled by the member. Other types of membership to the site shall last for one year from the date that the member signs up for membership and thereby agrees to these Terms of Use. All types of memberships will automatically become Basic if the required fees are not applied by the time of renewal. Members shall have the option to renew their membership at the expiration of one year, for an additional year, and each year thereafter as their annual membership expires. Renewal shall be at the rate for new members at the time of renewal. Members may cancel without refund at any time; no refunds are offered unless the service is permanently discontinued. Members will receive an email notice 30 days prior to the expiration of their membership. At the time of membership expiration, members shall have the following options:
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