Supplier Information

TERMS-OF-USE AGREEMENT This Agreement describes user responsibilities and limits our liability. 1. Agreement. SourceHorizon, Inc. ("SourceHorizon") owns and operates this site and provides the SourceAuthority.com Services described below in cooperation with the National Tooling & Machining Association. These Services are provided to the User under the terms of this user Agreement ("Agreement"). By submitting a registration, you agree to be bound by this Agreement. 2. Registration and Use; Definitions. To subscribe to SourceAuthority.com services, you must submit a complete registration (found at our site) for yourself and the company or entity you are representing ("User"). By submitting the registration form, you warrant (a) that you are 18 years of age or older, (b) that you are authorized to sign for and bind the User, and (c) that User's business is authorized to operate and does operate as identified in the registration. User must provide complete and accurate information, and must update information as necessary to keep it complete and accurate. SourceHorizon will review the submitted registration form, and will notify the User of accepting or declining the registration, which decision shall be made by SourceHorizon in its sole discretion. Buyers may then place Requests for Quotes (defined below) and Vendors authorized by Buyers at Buyers' discretion may submit Quotes in response. A "Visitor" is anyone who comes to the SourceAuthority.com site for the first time, or who has not registered with the site. A Visitor can review general content and information about SourceAuthority.com, but do not have access to members' only pages. The definition of and rules concerning "Confidential Information" appear below. Prohibited Activities. SourceHorizon, Inc. prohibits certain activities regarding this site. - The use of the Site for illegal purposes (or to solicit any illegal act) is strictly prohibited. - Pornographic, obscene, nude, graphically violent, and other inappropriate images are prohibited. - Defamatory, libelous, hateful, pornographic, profane or obscene language is prohibited. - Misleading, offensive and indecent names, screen names, or handles are not allowed and will be prohibited. In the event any such misleading, offensive and indecent names, screen names, or handles appear on this Site, they will be removed. - Harassment of another person online is prohibited. - Solicitation of gambling is prohibited. - Do not disrupt the operations of the Site or the flow of any discussions by repeatedly posting the same message or excessively large images. - Impersonation of others is prohibited. - The use of the Site to distribute or create computer programs or viruses which inflict harm, damage, or delay upon other computers, servers, or systems is prohibited. 3. Confidential Information. "Confidential Information" is confidential or proprietary information provided by a User in an RFQ, Quote, or communication about an RFQ or Quote; a User is required to identify information as "Confidential Information" at the time the User first provides the information on this site. Users shall treat identified "Confidential Information" as confidential, and shall not use it for any purpose other than for preparing their RFQ or Quote on that transaction. Users shall not disclose Confidential Information to any third party except as necessary to prepare the RFQ or Quote, and then the User obtain from the third party its agreement to be bound by these confidentiality rules. Despite identification as "Confidential Information," information is not "Confidential Information" if it is at the time of disclosure generally available from other sources, or if the User who disclosed it shows that the User possessed that information from sources independent of the party who identified the information as "Confidential Information." Pursuant to 17 U.S.C. s. 512(c) (2), the designated agent for receiving notification of claimed infringement is: SourceHorizon, Inc., 2007 Yanceyville Street, Box 23, Greensboro, NC 27405; Telephone: 336-272-9394; Facsimile: 336-235-0741; email: contact@SourceAuthority.com. The Digital Millennium Copyright Act of 1998 sets forth requirements for any such notification. The text of such a statute may be found at the website of the U.S. Copyright Office, http://www.copyright.gov/. 4. Quote Services. A Buyer submits a Request for Quote ("RFQ") on goods/services to SourceAuthority.com by posting it to the Market Place portion of this site, including Buyer's eligibility criteria for Vendors. SourceAuthority.com contacts eligible Vendors, as defined by Buyer, who may provide a price-and-terms quote ("Quote") to the Buyer. a. Buyers. We do not charge Buyers a fee to register or post an RFQ on the site. Once a Buyer posts an RFQ, Buyer may conduct on-line negotiations through our site with any quoting Vendor, prior to Buyer making a selection among quoting Vendors. A Buyer accepts a quote by executing the "Select This Supplier" option on the "Quote Review" page, which automatically generates a notice and transmits it to the Vendor. The Buyer agrees to immediately copy SourceHorizon, Inc. on all documents relevant to the transaction including, but not limited to: purchase orders, cancellations or changes. If Buyer fails to select a Quote within 5 days of closing of the RFQ, SourceHorizon reserves the right to terminate the selection process. When an RFQ posted on this site results in an order placed outside of this website, the Buyer shall notify SourceAuthority.com immediately of the name of the Vendor and the transaction amount; in that event, SourceAuthority.com will notify the unsuccessful Vendors that the transaction has been completed and its amount. Violation of these rules can result in loss of a Buyer's registration and privileges to use SourceAuthority.com, in the sole discretion of SourceHorizon. Buyers warrant that: (1) all RFQ information shall be accurate, complete, and in good faith (not intended to mislead or to manipulate the quoting process), (2) they are able to accept the goods/services requested, and (3) the distribution of the RFQ to Vendors and payment of SourceHorizon's fee shall not cause SourceHorizon to violate any applicable laws. b. Vendors. Posting of a Quote by an eligible Vendor constitutes an irrevocable offer to the Buyer on all terms stated; Vendors are responsible for confirming the accuracy of their calculations and wording before submitting a Quote. Vendors may submit questions or comments about the RFQ to the Buyer through this website. Once a Quote is posted, the Vendor may not rescind its Quote unless the RFQ contained a material inaccuracy or the identity of the Buyer cannot be authenticated. Each Vendor selected by a Buyer agrees to pay to SourceHorizon a fee based upon the total dollar amount of the selected Quote. SourceHorizon's fee is 4.5% (for NTMA members) or 5% (non NTMA members) of the full amount of Vendor's bills (invoices) to Buyer for all work associated with the RFQ and any subsequent work for the life of that product (excluding shipping charges). Vendors who pay by credit card or whose payment is received within 10 days will receive a 5% discount off of the regular fee. The Vendor agrees to immediately copy SourceHorizon, Inc. on all documents relevant to the transaction including, but not limited to: invoices, purchase orders, cancellations, or changes. Upon Vendor registration there is a one time fee of $750 ($500 for NTMA members). When an RFQ posted on this site results in an order placed outside of this website, the Vendor shall notify SourceHorizon immediately of the name of the Buyer and the transaction amount; in that event, SourceAuthority.com will notify the unsuccessful Vendors that the transaction has been completed and its amount. Violation of these rules can result in loss of a Vendor's registration and privileges to use SourceAuthority.com, in the sole discretion of SourceHorizon, Inc. No commission is owed on residual sales only where such sales result from negotiations between parties not participating in the SourceAuthority.com site and the sales are not reasonably connected to any RFQ posted by Buyer on this site. Otherwise, commissions are owed on residual sales, and the parties must notify SourceHorizon of the transaction immediately. Vendors warrant that: (1) all Quote information shall be accurate, complete, and in good faith (not intended to mislead or to manipulate the quoting process), (2) they are able to provide the goods/services requested, (3) the payment of SourceHorizon's fee shall not cause SourceHorizon, Inc. to violate any applicable laws, and (4) they will protect Confidential Information as defined in this site. Audits and Transaction Records For a period of two (2) years after accepting each project, You will keep and maintain complete and accurate information and records related to each project and all new or follow-up projects started for that project's buyer, including the project description, the bid and payment terms, and information on all new or follow-up projects performed for that buyer, necessary and sufficient to calculate the applicable transaction fees due to SourceHorizon, Inc. In the event of a dispute regarding the amount of transaction fees due to SourceHorizon, Inc., including a good-faith belief by SourceHorizon, Inc. that the transaction fees paid have been underreported or are inaccurate, upon 30 days written notice and request, SourceHorizon, Inc. shall have the right to audit your records to determine whether the full transaction fees due SourceHorizon, Inc. have been paid by You. You will provide copies of all records or other documentation relevant to the calculation of such amounts. You will promptly pay to SourceHorizon, Inc. the amount of underpayment, if any, disclosed by the audit or otherwise, along with any monthly finance charges applicable to the amount of the underpayment, calculated at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less). SourceHorizon, Inc. will pay all costs of such examination and audit unless such audit discovers a discrepancy of five percent (5%) or more between the amount of transaction fees paid to SourceHorizon, Inc. for the time period in question and the amount of transaction fees due to SourceHorizon, Inc. by You hereunder during such time period, in which case You are responsible for paying the reasonable costs of the audit. Buyers and Vendors agree not to engage in any action or activities meant to circumvent our site or our stated fees. Prohibited systems or techniques include (but are not limited to) the following: - Vendors offering a service directly to a Buyer who has posted a project through the site, or not using the site to place a bid and accept an award. - Any agreement between Buyer and Vendor to mislead or defraud SourceHorizon, Inc. by conducting a transaction at different cost than the price agreed upon through the site. - Failing to report changed bid amounts or final project prices to SourceHorizon, Inc. - Placing low value or place-holder bids, with unreasonably high final project charges. - Advertising, spamming or offering services to the Buyer outside of the site without receiving request for contact from Buyer. - Suggesting/soliciting Buyer to contact you directly to buy services outside of the site. - Failure by either the Buyer or the Vendor to report subsequent purchases of the product manufactured as a result of a RFQ awarded on the site. Penalties Without limiting SourceHorizon, Inc. other remedies, We may issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide any services to You (a) if You breach any terms and conditions of this Use Agreement or the agreements incorporated herein by reference, including our written policies and procedures posted on the Site; (b) if We are unable to verify or authenticate any information You provide to Us; or (c) if We believe that your actions may cause legal liability for You, our users or for SourceHorizon, Inc. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the site under the same account, a different account or reregister under a new account. Violations of this Use Agreement will be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions, as defined below. To the extent any User engages in actions or activities which circumvent the site or otherwise reduces transaction fees owed SourceHorizon, Inc. under this Use Agreement, that User shall be liable to Us for our full fees due for the project and any follow-up or additional work, as described above, and may be subject to additional sanctions, including immediate suspension or termination of membership, and penalties of up to twenty percent (20%) of the total value of all projects circumvented, at SourceHorizon, Inc. sole discretion. We expressly reserve the right to institute additional penalties and fees for repeated violations of the Use Agreement and/or our written policies and procedures posted on the Site. c. Taxes. Users shall be responsible for any taxes or assessments arising from their transaction; SourceHorizon, Inc. shall not be responsible for same. 5. Limitation of Liability and Indemnity. SourceHorizon and SourceAuthority.com do not warrant or endorse any Users of their service, nor any of their Users' products/services. Users are responsible for their own investigation and determination of the quality and suitability of products/services offered by other Users. SourceHorizon and SourceAuthority.com do not assume any liability for any communications, warranties, payment arrangement, or other terms between Buyers and Vendors, and all Users agree to release and hold harmless SourceHorizon, Inc., SourceAuthority.com, their agents and employees from any liability on the basis of same. Source Horizon and SourceAuthority.com have included in this site content and services from third parties; Source Horizon and SourceAuthority.com do not warrant such content or services, and shall not be liable for any claims arising from the use of such content or services. USER HEREBY AGREES TO RELEASE, INDEMNIFY AND HOLD HARMLESS SOURCEHORIZON AND SOURCEAUTHORITY.COM FROM AND AGAINST ANY LOSS, DAMAGES, COST, LIABILITY OR EXPENSE (INCLUDING ATTORNEY'S FEES) ARISING OUT OF OR RELATING TO THE USE OF THIS SITE, INCLUDING ANY CLAIMS BY USERS OR BY THIRD PARTIES. IN ANY EVENT, SOURCEHORIZON AND SOURCEAUTHORITY.COM SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND. SOURCEHORIZON AND SOURCEAUTHORITY.COM'S LIABILITY SHALL NOT FOR ANY REASON EXCEED THE AMOUNT OF FEES IT RECEIVED AS A RESULT OF THE TRANSACTION GIVING RISE TO THE CLAIM. 6. No Warranty. SOURCEHORIZON, INC. AND SOURCEAUTHORITY.COM PROVIDE THIS SITE AS IS, WHERE IS, AND AS AVAILABLE. SOURCEHORIZON AND SOURCEAUTHORITY.COM DO NOT WARRANT (A) THAT SERVICES WILL BE SECURE OR THAT THEY WILL BE CONTINOUSLY AVAILALBLE, (B) THE ACCURACY OF THE INFORMATION PROVIDED ON THE SITE, (C) SERVICES PROVIDED BY SOURCEHORIZON, INC. OR SOURCEAUTHORITY.COM, OR (D) THIRD PARTY CONTENT OR SERVICES PROVIDED ON THIS SITE. ALL WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING IMPLIED WARRANTIES, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO REPRESENTATIVE OF SOURCEHORIZON, INC. OR SOURCEAUTHORITY.COM IS AUTHORIZED TO CREATE A WARRANTY, EITHER ORALLY OR IN WRITING. 7. Miscellaneous. SourceHorizon, Inc. may modify this Agreement at any time. Modifications are effective as of the date they are made, so Users are advised to review the terms of this Agreement from time to time. Jurisdiction for any disputes arising from this Agreement shall be solely in the U.S. District Court, Middle District of North Carolina or in Orange County, North Carolina Civil District or Superior Court. The laws of North Carolina shall govern this Agreement. If SourceHorizon, Inc. must take legal action as a result of a material breach by a User, the User shall be responsible for SourceHorizon's costs and expenses, including reasonable attorney's fees. Users are independent of SourceHorizon, and no employment or joint venture is created by use of this site. Notices to Users will be sent to their email address, unless User specifies otherwise in writing. Notices to SourceHorizon and SourceAuthority.com must be sent to: SourceHorizon, Inc. 2007 Yanceyville Street Box 23 Greensboro, NC 27405 contact@SourceAuthority.com

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