MaterialSource

Article 1 Scope of Terms & Conditions

Unless we indicate otherwise, these Terms & Conditions apply to your use of the website which is owned and operated by the company MaterialSource cvba, having its registered office at Ilgatlaan 9, registered in the register of legal entities of Hasselt under the number BE-0836-400-514 and our Affiliates (collectively, "we," "us," or "our"), including, without limitation, this website and any other websites that we may own or operate currently or in the future (collectively, our "Website"). For purposes of these Terms & Conditions, "Affiliates" shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, MaterialSource.

Article 2 Terms & Conditions - In General

By using this Website, you agree to be legally bound and to abide by these Terms & Conditions, just as if you had signed this agreement. If you do not comply with these Terms & Conditions at any time, we reserve the right, if applicable, to terminate your password, Member Account and/or access to this Website (or any part thereof). In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Website, including, but not limited to, (i) restricting the time the Website is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user's right to use the Website. You agree that any termination or cancellation of your access to, or use of, the Website may be effected without prior notice. If you do not abide by the provisions of these Terms & Conditions, except as we may otherwise provide from time to time, you agree that we may immediately deactivate or delete your Member Account and all related information and files in your Member Account and/or bar any further access to such information and/or files, or our Website. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Website.

Article 3 Restrictions on Use of Materials

Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Website and the material provided hereon for your personal, non-commercial use, provided that you comply fully with the provisions of these Terms & Conditions. You acknowledge that this Website contains information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials (collectively, "Content") that are protected by copyrights, data base rights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. We own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on this Website are trademarks of their respective owners. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Website. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

Article 4 Becoming a Member

There is no cost to become a Member of our Website. You do not have to become a Member to use this Website. However, if you do not register as a Member, you may be precluded from using certain features or resources of our Website. You must register in accordance with instructions that you will find on this Website to participate in, and to contribute to, the Profile feature of our Website.

If you elect to become a Member of our Website, you agree to provide us with true, accurate and complete information about yourself ("Member Data"), and to maintain and promptly update the Member Data to keep it accurate. You also consent to your Member Data being used in accordance with our Privacy Policy. Without limiting any other provision of these Terms & Conditions, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your Member Account and refuse any and all current or future use of our Website (or any portion thereof). You agree not to assign, transfer or sublicense your rights as a Member of this Website.

Article 5 Privacy and Security

We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Policy. You should review our Privacy Policy, which is incorporated into these Terms & Conditions by this reference, and you confirm that when using this Website, you consent to your personal data being used and processed in accordance with our Privacy Policy.

Article 6 Website Standards and Conduct Guidelines

You acknowledge that all Content and all information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials posted, emailed, or otherwise transmitted to or on this Website, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the "Postings"), are the sole responsibility of the person who made such Postings. This means that you are entirely responsible for all Postings that you post, email or otherwise transmit to this Website. We do not control the Postings posted, emailed or otherwise transmitted on our Website by others and, as such, we do not guarantee the accuracy, integrity or quality of such Postings. Although we have adopted standards and conduct guidelines for the users of our Website (as described below), you understand that by using this Website, you may be exposed to Postings that are offensive or objectionable. Under no circumstances will we be liable in any way for any Postings (other than for Content developed by us), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings posted, emailed or otherwise transmitted to or through this Website.

You agree not to use this Website to:

(a): upload, post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion);
(b): impersonate any person or entity, including, but not limited to, a director, officer, employee, shareholder, agent or representative of MaterialSource, our Affiliates or any other person or entity, or falsely state or otherwise misrepresent your affiliation with MaterialSource, our Affiliates or any other person or entity;
(c): forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through this Website;
(d): upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(e): upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
(f): upload, post, email or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation;
(g): upload, post, email or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(h): interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
(i): intentionally or unintentionally violate any applicable law, including, but not limited to, any regulations having the force of law;
(j): "stalk" or otherwise harass another user of this Website;
(k): collect or store personal data or attempt to collect or store personal data about other users of the Website

Your privilege to use and contribute to this Website depends on your compliance with the standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of this Website and/or take any other appropriate measures to enforce these standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our standards and conduct guidelines, we may terminate, in our sole discretion, your use of, or participation in, this Website.

We reserve the right to monitor some, all, or no areas of this Website for adherence to the standards and conduct guidelines set forth above or for any other purpose. You acknowledge that by providing you with the ability to distribute Postings, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any Postings. Although we reserve the right to remove, without notice, Postings for any reason, we have no obligation to delete Postings that you may find objectionable or offensive.

Article 7 Submissions

If, at our request or on your own, you send, email, post or otherwise transmit to us or this Website information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles, stories or other materials (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, our property. Except as provided in our Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, you grant us and our successors and assigns a royalty-free, irrevocable, non-exclusive right (including any moral rights or, depending on the law of your jurisdiction, waive any moral rights) and licence (as well as consent) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the "Rights") that may exist in such Submissions. You also warrant that: (i) you own or otherwise control all of the rights in or to your Submissions including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions; (ii) any third party holder of any Rights, including moral rights in such Submissions, has validly and irrevocably granted to you the right to grant the license stated above; and (iii) that each person depicted in any images, photos and/or videos contained in your Submission (if any) has consented to the use of such images, photos and/or videos in accordance with the above licence. You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.

Article 8 Links

These Terms & Conditions apply only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website's administrator or webmaster.

Article 9 Your Password and Member Account

If you are a Member of this Website, you are entirely responsible for maintaining the confidentiality of your password and Member Account information. You must notify us immediately in the event of any known or suspected unauthorized use of your Member Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else's password. You are entirely responsible for any and all activities that occur under your Member Account. You agree to immediately notify us of any unauthorized use of your Member Account or any other breach of security known to you.

Article 10 Disclaimers of Warranties

Please note the following important disclaimers of warranties:

(a): The content and materials on this Website are provided "as is" and without warranties of any kind, either express or implied. We disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, satisfactory quality and fitness for a particular purpose, compatibility, security, or accuracy.
(b): Neither MaterialSource, any of our Affiliates, nor any of our or their respective licensors, licensees, service providers or suppliers warrant that this Website or any function contained in this Website will be uninterrupted or error-free, that defects will be corrected, or that this Website or the servers that make this website available are free of viruses or other harmful components.
(c): Any product, offering, content and material downloaded or otherwise obtained through the use of this Website is done at your sole risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such product, offering, content or material.
(d): Neither MaterialSource, any of our Affiliates, nor any of our or their respective licensors, licensees, service providers or suppliers warrant or make any representations regarding the use or the results of the use of the products, offerings, content and materials in this Website in terms of their correctness, accuracy, reliability, or otherwise.

Further, please note that no advice or information, obtained by you through this Website shall create any warranty not expressly provided for in these Terms & Conditions. These disclaimers apply to the fullest extent permitted by law.

Article 11 Limitation of Liability

You expressly understand and agree that we and our Affiliates shall not be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any other damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), arising out of, or resulting from, (a) the use or the inability to use the Website; (b) the use of any content or other material on the Website or any website or websites linked to the Website, (c) the cost of procurement of substitute goods and services resulting from any data, information or services obtained or messages received through or from this Website, (d) unauthorised access to or alteration of your transmissions or data; (e) statements or conduct of any third party on the Website, or (f) any other matter relating to the Website. Save in respect of personal injury or death due to the negligence of MaterialSource, in no event shall the total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) exceed the amount paid by you, if any, for accessing the Website. If you are dissatisfied with any portion of the Website, or with any of these Terms & Conditions, your sole and exclusive remedy is the discontinuation of your use of this Website.

Article 12 Indemnification

You agree to indemnify, hold harmless and, at our option, defend MaterialSource and our Affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from your improper use of this Website, your violation of these Terms & Conditions, or your infringement, or the infringement or use by any other user of your Member Account, of any intellectual property or other right of any person or entity.

Article 13 Governing Law and Choice of Forum

These Terms & Conditions shall be governed by and construed in accordance with the laws of Belgium, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website or these Terms & Conditions shall be filed only in the Belgian courts and you hereby consent and submit to the personal jurisdiction of such court for the purposes of litigating any such action.

Article 14 Miscellaneous Terms

In any action against us arising from the use of this Website, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees.

If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. These Terms & Conditions, together with our Privacy Policy, are the entire agreement between you and us relating to the subject matter herein. These Terms & Conditions may be modified only by our posting of changes to these Terms & Conditions on this Website, or by written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes.

We may assign our rights and obligations under these Terms & Conditions. These Terms & Conditions will inure to the benefit of our successors, assigns and licensees.

The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms & Conditions, or to exercise any right under the Terms & Conditions, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

Unless specifically provided for in these Terms & Conditions, no third party shall have any right hereunder.