Connect™ Portal Terms of Use

Direct Supply is pleased to invite you to participate in the Connect™ eProcurement portal (the “Connect Portal”) to help facilitate an interface between you and your designated customers.

Your access to and use of the Connect Portal (http://connect.directsupply.com/) including the content, services and software provided therein (collectively, the “Connect Portal”) are subject to the following Terms of Use. If you do not agree to these Terms of Use, you will be unable to access or use the Connect Portal.

Content Ownership

The content of the Connect Portal, including without limitation the “Direct Supply” logo or name, or any other DSI trademarks, tradenames, logos, photos, drawings, electronic files, or written materials whether paper or electronic (collectively, “Content”) is owned by us or used with permission from third parties. Without limitation, the Direct Supply name and logos are registered trademarks of Direct Supply, Inc. All other Content, company names and product names not owned by us which are included in our Connect Portal are trademarks and trade names of their respective owners. We do not grant, assign, license or transfer any right in or to the Connect Portal or the Content to you; all such rights are expressly reserved. You may not reproduce, republish, transmit, or distribute the Content without our prior written permission.

Your Use of the Connect Portal

You represent and warrant that you will comply with all applicable laws and regulations while using the Connect Portal and that you will access and use the Connect Portal solely for legitimate purposes. You will not distribute, modify, copy, transmit, reuse, reproduce, publish, license, create derivative works from, transfer, sell or otherwise use Content without our written permission. You will not use the Connect Portal to post or transmit any virus or program which may harm use or to access or use the Connect Portal by web crawlers, scrapers, or other robots for purposes of data collection or data mining.

You will not use the Connect Portal to violate the legal rights of others or harvest or collect personally identifiable information. You will not modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Connect Portal. You represent and warrant that any information you provide in connection with your use of the Connect Portal is true, accurate and complete. Use of obscene, offensive or abusive language on the Connect Portal is strictly forbidden.

Your Information

The purpose of the Connect Portal is to help you provide your important business information to your customer(s) to help facilitate business between you and your customer. The Connect Portal is intended to process only business (not personal) information such as your company’s legal name, address, and FEIN (collectively, “Your Information”) and provide this information to your Customer. We will only share Your Information with your customers that have invited you to participate in the Connect Portal, those customers or prospective customers chosen by you, and with trusted third parties who we have engaged to help validate or process Your Information for the Connect Portal. More information regarding how we use and process Your Information is available in our Connect Privacy Policy available at {https://www.directsupply.com/legal/connect-privacy-policy/}.

Liability Disclaimer

THE CONNECT PORTAL AND ALL CONTENT THEREIN ARE ALL SUBJECT TO CHANGE AND ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY THAT THE CONNECT PORTAL WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSES, OR NONINFRINGEMENT. NEITHER DIRECT SUPPLY, NOR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTIAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO USE OF OR INABILITY TO USE OR ACCESS THE CONNECT PORTAL OR CONTENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE CONNECT PORTAL IS TO STOP USING THE CONNECT PORTAL. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

Indemnity

You agree to defend, indemnify and hold harmless Direct Supply and its affiliates, subsidiaries, employees, officers, directors and agents from and against all claims and damages (including without limitation attorneys’ fees) arising out of your use of the Connect Portal, any violation of these Terms of Use, or any allegation that your user Content infringes or violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party.

Revisions to Terms of Use

We may, at any time, without notice, revise these Terms of Use by updating this posting. You are bound by such revisions and we encourage you to periodically visit this page to review the current Terms of Use. We reserve the right to modify or discontinue this Connect Portal and may attempt to give you notice of such changes if they materially affect your use of the Connect Portal.

Termination

You understand and agree that we may terminate your access to or use of the Connect Portal at any time for any reason, without prior notice to you. We will not be liable to you or any third party for terminating your access to and use of the Connect Portal.

Miscellaneous

These Terms of Use, along with our Connect Privacy Policy, constitutes the entire agreement of the parties with respect to its subject matter. These Terms of Use may not be modified or amended by you except in a writing signed by our authorized representative. If any term of these Terms of Use is held to be invalid, void, or unenforceable, the remainder shall continue in full force and effect. Headings used herein are for convenience only. Each party is acting only as an independent contractor and no partnership, joint venture, agency or similar relationship is formed by this these Terms of Use. These Terms of Use and your use of the Connect Portal are governed by the laws of the State of Wisconsin, USA, without regard to its choice of law provisions, and without regard to the United Nations Convention on the International Sale of Goods. The state or federal courts of Milwaukee County, Wisconsin, USA, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms of Use and/or the Connect Portal. If any provision in these Terms of Use is found unenforceable, that provision will be deemed severable from these Terms of Use and will not affect any remaining provision.2

Questions

If you have any questions about these Terms of Use, please write to us at:

Rev. 1.18.2021