GreenLink Suppliers© Online Supplier Usage
Agreement
This GreenLink Suppliers©
User Agreement (this "Agreement") is between you as the supplier ("You"
or "Your Company") and the International Sustainability Institute of
Applied Sciences, a division of ACF Enterprises LLC.
IT IS IMPORTANT THAT YOU
CAREFULLY READ AND UNDERSTAND THIS AGREEMENT.
When you register for GreenLINK SUPPLIERS
, SUBCRIBE TO SEMS™
TRAINING, OR participate in an online ASSESSMENT, the INTERNATIONAL
SUSTAINaBILiTY Institute OF APPLIED SCIENCES may collect a variety of
information, including your name, mailing address, phone number, email address,
information about your organization’s sustainable practices, and information
verifying your JOURNEY TO sustainable OPERATIONS. BY
registering FOR sems ACTIVITIES, YOU
AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS
AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE CONTACT US. IF
YOU DO NOT ACCEPT THIS AGREEMENT, THE REGISTRATION (AS HEREINAFTER DEFINED) WILL
NOT BE DOWNLOADED TO OUR DATABASE.
1. BACKGROUND.
1.1
The
International Sustainability
Institute of Applied Sciences, a division of ACF Enterprises LLC, maintains a
supplier registration website that is linked to a sustainability performance
management system. This website will allow you to provide corporate and
government procurement professionals with detailed information about your
companies sustainability performance . Once submitted, your company’s
information will be transferred into our GreenLink Suppliers© database
for access by “authorized users.”
1.2 GreenLink Suppliers©
is an online supplier management solution
that consists of a supplier registry and sustainability performance
tracking system, the SEMS™ training and certification program provided by the National
Sustainability Coalition and associated data, together with any related
documentation transmitted via the
Internet to “authorized” corporate
members.
2. DEFINITIONS.
2.1“Authorized Members”
may mean
supplier registry providers that
are given a right of access to GreenLink Suppliers©
for the purpose of (the "Purpose") sharing supplier
and sustainability performance information by means of the Internet and
connectivity to their third-party “Authorized Users.”
2.2
"Registration" shall mean company information provided by you or your
company to promote your products, services and your sustainability performance
as it relates to the SEMS™ system.
2.3
“Third-Party Access”
shall mean transmitting and disseminating sustainability performance information
to “Authorized Members” that maintain supplier management solutions for
corporate and government clients (Authorized Users) to monitor compliance,
manage risk mitigation, evaluate supplier sustainability performance and track
metrics through third-party access.
2.4
“SEMS™” shall
mean the Supplier Excellence in Managing Sustainability© training and
certification program and the
related SEMS™
Learning Management System (LMS) that captures data entered by you or your
company to support sustainability improvements.
2.5
“Sustainability Performance Tracking” shall mean tracking
improvement over time on key supplier-related sustainability measures in the
SEMS™ training and
certification program such as knowledge and awareness, skills to identify
environmental impacts and create goals and strategies in a documented action
plan, and the ability to improve business operations by integrating
sustainability into everyday business activities.
2.6
"Sustainability
Performance Information"
shall mean all information as set forth in any and all technical, economic or
descriptive information, data, concepts or know-how SEMS has disclosed or
discloses to “authorized users”, their affiliates, their clients and their
client’s respective officers, directors, managers, partners, employees or agents
(collectively, "Affiliates") in documentary form, in oral discussions or by
visual inspection, or which Authorized users or their Affiliates obtain through
use of “GreenLink Suppliers©.”
2.7 "Effective Date"
shall mean the date of your acceptance of this Agreement, indicated by clicking
the appropriate icon on this screen.
3.0 INFORMATION WE COLLECT
3.1 We collect , use and share information on your sustainability
performance based on information that you provide through your participation,
transactions and experiences in the SEMS™ training and certification program. This information is to advise buying
organizations and users of the GreenLink
Suppliers© database with information about your participation in the SEMS™
training and certification program. We
collect results of training and assessment
activities on the system monitored and recorded in a Learning Management System
for sustainability performance reporting.
We use this information to statistically analyze
site usage and to customize our site's content, layout and services. The
resulting information will allow us to improve our site and better understand
and serve our users. It is compiled and analyzed on an aggregated basis only.
Except where stated in
those policies and in accordance with applicable law, users should have no
expectation of complete privacy in registering with
GreenLink Suppliers©
and while using the SEMS™
program.
3.2 You agree that we may use your business and personal information to promote your sustainability performance to third-party supplier buying organizations and deliver information that is targeted to your interests, such as diverse supplier information, product and service offerings, sustainability performance based on your participation in the SEMS™ program, and communications relevant to your use of training curriculum on the SEMS and ezLearnU websites. By accepting the Terms of Use and Privacy Policy, you expressly agree to share this information.
3.3
We provide
your information to third parties that we refer to as
User Affiliates
to facilitate
one or more aspects of the business, product and service operations that we
provide to you (e.g. data collection, promotion to buying organizations, etc. )
and therefore we may provide some of your company
information directly to these internal service providers. These internal
service providers' are subject to confidentiality agreements with us and other
legal restrictions that prohibit their use of the information we provide them
for any other purpose except to promote your sustainability performance to
buying organizations.
4.0 ACCESS RIGHTS
4.2 User Affiliates shall be given a right of access to review a
GreenLink Supplier© report for the purpose of maintaining Company information
(the "Purpose"). Access to sustainability performance is provided on an "AS IS"
basis and is limited to what is currently available through the SEMS™
Learning Management System and is based upon your completion of each level
within the SEMS™
program. Any information provided in GreenLink Suppliers© reports is solely
to Authorized Members and to those Authorized Users who have a legitimate need
for such information to support the Purpose and who have been informed by
Authorized Affiliates of their rights and obligations under this Agreement.
Unauthorized access and improper use is prohibited.
4.3
All Authorized Affiliates and Authorized Users shall acknowledge their
obligations prior to being provided access to GreenLink Suppliers© information.
Further, the International Sustainability Institute of
Applied Sciences requires that Authorized Affiliates must
execute a separate access agreement similar to this Agreement (a
"Separate Agreement") with Authorized Users. Authorized Affiliates shall be
responsible for any breach of this Agreement by Authorized Users as set forth in
this Agreement and/or any such Separate Agreement.
5.1 Exclusion of Incidental, Consequential and Certain
Other Damages. Neither party shall be liable to the other in any event for
consequential loss or damage from any cause whatsoever whether arising out of
contract, tort (including negligence and strict liability), warranties, statue
or otherwise.
To the maximum extent permitted by applicable law,
in no event will the International Sustaianbility Institute of Applied
Sciences or its respective affiliates, licensors or suppliers be liable for any
loss of profits, loss of use, business interruption, loss of data, loss of
privacy, professional injury, cost of cover or indirect, special, incidental or
consequential, or punitive damages of any kind in connection with or arising out
of the furnishing, performance or use of the SEMS™ training and certification program, GreenLink Suppliers database, or the
services performed hereunder, whether alleged as a breach of contract or
tortuous conduct, including negligence, even if the International Sustainability
Institute of Applied Sciences or their respective affiliates, licensors or
suppliers have been advised of the possibility of such damages. In addition, the
International Sustainability Institute of Applied Sciences
and their respective affiliates,
licensors and suppliers will not be liable for any damages caused by delay in
delivery of furnishing data produced by the SEMS Learning Management System or
the GreenLinks Supplier© database , or said services.
Third parties may unlawfully
intercept or access transmissions or private communications. Therefore, although
we use industry standard practices to protect your privacy, we do not promise,
and you should not expect, that your personal information or private
communications will always remain private.
5.2 Limitation of
Liability.
Notwithstanding any damages that you might incur for any reason whatsoever
(including, without limitation, all damages referenced above and all other
direct or general damages), the entire liability of the National Sustainability
Coalition and any of its affiliates, licensors and suppliers under or in
connection with any provisions of this agreement and your exclusive remedy for
all of the foregoing shall under this agreement for direct, indirect, special,
incidental or consequential, and/or punitive damages of any kind, including
without limitation, restitution, will not, in any event, exceed the fee paid by
the end user, or ten dollars ($10.00).
6.0 MISCELLANEOUS.
6.1
Governance. This Agreement is
governed by and construed in accordance with the laws of the State of Ohio,
United States of America, without regards to its principles of conflicts of law.
You agree to submit to the exclusive jurisdiction of any State or Federal court
located in Ohio , and waive any jurisdictional, venue or inconvenient forum
objections to such courts. If any provision of this Agreement is found to be
unlawful, void or for any reason unenforceable, then that provision shall be
deemed severable from this Agreement and shall not affect the validity and
enforceability of any remaining provisions. This is the entire Agreement between
us relating to the subject matter herein and supersedes any and all prior or
contemporaneous written or oral Agreements between us with respect to such
subject matter.
6.2 Termination.
This Agreement is effective until terminated. You may terminate this Agreement
at any time by contacting
SEMScertified@aol.com and requesting that your company be removed from the
database.
BY REGISTERING FOR
PARTICIPATION IN THE SEMS PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS
AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE CLICK THE “I DO
NOT ACCEPT” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOUR COMPANY (AS
HEREINAFTER DEFINED) WILL NOT BE REGISTERED IN THE GREENLINK SUPPLIER DATABASE.
BY REGISTERING, YOU
ACKNOWLEDGE THAT (1) YOU HAVE CAREFULLY READ AND REVIEWED THE TERMS AND
CONDITIONS OF THIS AGREEMENT IN ITS ENTIRETY, (2) YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT, (3) THE INDIVIDUAL SO CLICKING HAS THE
POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU
AND, (4) BY SO CLICKING, THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE
OBLIGATIONS OF YOU.