ekos order hub terms of service_
Last Updated: September 2, 2021
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READ THESE ORDER HUB TERMS OF SERVICE CAREFULLY BEFORE CONTINUING REGISTRATION OR OTHERWISE USING THE SERVICES. BY ACCEPTING THIS AGREEMENT (DEFINED BELOW) THROUGH AN ORDERING DOCUMENT OR OTHER DOCUMENT THAT INCORPORATES THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY OTHERWISE USING THE SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.
The parties agree as follows:
- DEFINITIONS. Except as otherwise defined herein, all capitalized terms shall have the meaning set forth in the Master Terms of Service. “You” and “your” refers to the individual or entity, whether a Customer or Purchaser (each as defined below), that accesses or uses the Services. “Services”, as used herein, means the order hub services as further contemplated in Section 2 below, and such Services shall also constitute “Services” as such term is used in the Master Terms of Service. “User” means an individual who is authorized by you (i.e. by Customer or Purchaser) to use the Services and to whom you have, or Provider at your request has, supplied User Credentials. “Provider” means Ekos Software Inc. unless your applicable Order for the Services (if any) establishes a different Provider.
- EKOS ORDER HUB. The Services (“Ekos Order Hub” or “Order Hub”) enable Ekos’s vendor customers (“Customer(s)”) to contract with individuals or entities for the purchase, wholesale or other distribution of Customer beverages or other Customer products and services (individually and collectively, “Purchasers”). The Services connect Purchasers who want to procure Customer products, and give Purchasers a way to find those Customers and purchase such products. Provider does not control the participation or performance of either Customers or Purchasers in connection with transactions that may be facilitated through the Services. Participation in the Services does not preclude either Customers or Purchasers from transacting outside of the Services or from entering into similar transactions with third parties.
- USE RIGHTS. Subject to the terms and conditions of this Agreement, Customers and Purchasers, and their respective Users, shall have the nonexclusive, non-assignable, limited right to access and use the Services, solely for your internal business operations. Other terms and conditions of, or incorporated into, the Order, if any, modify this Agreement only to the extent explicitly detailed therein. Upon the termination or expiration of the Agreement or the Services thereunder, your right to access or use the Services shall terminate.
- ORDER HUB DISCLAIMERS. WITH RESPECT TO THE RELATIONSHIP BETWEEN CUSTOMERS AND PROVIDER, PROVIDER IS SOLELY PROVIDING A PLATFORM AND IS NOT RESPONSIBLE FOR THE PROVISION OF PRODUCTS OR SERVICES TO OR BY CUSTOMERS OR PURCHASERS OR PERFORMANCE OF CUSTOMERS’ AND PURCHASERS’ OBLIGATIONS TO EACH OTHER. IT IS CUSTOMER’S SOLE DECISION WHETHER TO OFFER AND PROVIDE PRODUCTS REQUESTED BY PURCHASERS AND PURCHASERS’ SOLE DECISION WHETHER TO TRANSACT WITH CUSTOMERS. ACCORDINGLY, EACH CUSTOMER AND PURCHASER HEREBY HOLDS PROVIDER HARMLESS FROM AND AGAINST ANY CLAIMS REGARDING CUSTOMER’S OR PURCHASER’S NON-PERFORMANCE OR ANY OTHER DISPUTE ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN CUSTOMERS AND PURCHASERS.
- APPLICATION OF MASTER TERMS OF SERVICE. As noted above, the Master Terms of Service are hereby incorporated by reference into these Order Hub Terms of Service, except as follows:
- With respect to their applicability to these Order Hub Terms of Service, the definitions above in Section 1 shall supersede and control in lieu of Section 1 of the Master Terms of Service (i.e. “you” and “your” refers to both Customers and Purchasers with respect to the portions of the Master Terms of Service that are incorporated into these Order Hub Terms of Service).
- Purchasers shall not be required to have a Subscription as otherwise contemplated by Section 2.2, and other terms regarding “Orders” in the Master Terms of Service shall not apply to Purchasers unless such Purchaser does have an applicable Order with Provider, provided Purchaser may be subject to applicable fees imposed by Provider from time to time.
- Purchaser access to the Services contemplated herein is not subject to Section 3.1, provided that Provider may suspend or terminate a Purchaser’s access to the Services at any time for any reason or no reason.
- TERMINATION. In addition to the termination and suspension rights in the Master Terms of Service, Provider may suspend or terminate your access to the Services in its reasonable discretion upon notice.
- SALES TAXES. Customer shall be solely responsible for, and shall collect from Purchaser and remit to the applicable taxing authority, any and all U.S. and non-U.S. federal, state, local, provincial or other sales, use, value added, goods and services, or other similar transaction-based taxes (“Sales Taxes”) imposed, including without limitation any Sales Taxes imposed on Provider as a “marketplace facilitator” under applicable law, with respect to any purchase, wholesale or other distribution of Customer’s beverages or Customer’s other products and services through access or use of the Services and shall cooperate with Provider, and take such actions as may be reasonably requested by Provider, to minimize Provider’s liability for Sales Taxes with respect to any such purchase, wholesale or other distribution. Customer shall be solely responsible for the acquisition and retention of all necessary exemption certificates, resale certificates and other documentation to the extent required under applicable law with respect to any sale intended to be exempt from Sales Tax. Customer shall provide copies of such documentation and other information as Provider may reasonably request from time to time to evidence Customer’s compliance with the foregoing provisions of this Section 7. Customer shall indemnify and hold harmless Provider from and against any and all losses, claims, costs and expenses, damages, taxes (including any interest, penalties or additions to tax with respect thereto) or liabilities whatsoever arising out of, relating to or resulting from any breach or failure of Customer to perform any of its covenants, obligations or agreements under this Section 7.