By using the Services or registering for a Buyer Account, You represent and warrant that You are, or are an employee, officer, consultant, agent, or affiliate of, a Professional Buyer of homeware products. We may, in our sole discretion, refuse to offer the Services to You, or any person or entity and change eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to You and the right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for Your use, and not for the use or benefit of any third party.
By registering for and/or using the Services in any manner, You agree to these Terms and all other operating rules, policies, and procedures that may be published from time to time on the Services by us, each of which is incorporated by reference and each of which may be updated from time to time.
Certain of the Services may be subject to additional terms and conditions specified by us from time to time; Your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
These Terms apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
For the purpose of these Terms “Product Content” includes all Content relating to Products available for sale on the Platform and all other Content added, created, uploaded, submitted, distributed, or posted to the Platform by users are considered “User Content”. The term “Content” includes, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, trademarks, logos, and interactive features generated, provided, or otherwise made accessible on or through the Services, in addition to Product Content and User Content. All Content whether publicly posted or privately transmitted is the sole responsibility of the person or Supplier from which such Content originated.
- OPENING AN ACCOUNT: You must open a BUYER account (an “Account”) with KOSAA through either accepting an invitation directly from KOSAA or completing KOSAA’s online membership request process. KOSAA is a platform where only verified trade buyers can purchase directly from furniture, lighting, and accessories suppliers. Your company registration details will be verified by our team prior to opening your account and additional information may be requested from you as part of the verification process. By requesting and opening an Account with KOSAA, you warrant that 1) You are legally capable of entering into binding contracts; 2) You are at least 18 years old, and 3) All the information provided during the registration process is accurate to the best of your knowledge and belief.
- BUYER PROFILE: If you open an Account with KOSAA, a profile will be created for you with key information about Yourself and your Business. You are solely and exclusively responsible for ensuring this profile is accurately representing your Business at all times. This information will be used by SUPPLIERS when setting up trade accounts and applying trade discounts.
- ACCOUNT SECURITY: You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and for all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify KOSAA immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify KOSAA immediately if you become aware of any other breach or attempted breach of the security of your Account or the Network or Website. If you would like additional people from your company to have access to KOSAA send a request to firstname.lastname@example.org for their own account to be set up under their email address.
- USE OF ACCOUNT: Your account is to be used solely for the purpose of browsing digital catalogs, communicating, and requesting quotes and orders from our SUPPLIERS with an intent to purchase Products through the Platform. If we discover your account being used for any other purpose we reserve the right to temporarily or permanently terminate your membership on the Platform.
- ACCOUNT TERMINATION: You are able to terminate your membership and account with KOSAA at any time by contacting email@example.com.
RULES OF CONDUCT
You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any Product Content or User Content, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) You know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; (vi) impersonates any person or entity, including any of our employees or representatives; or includes anyone’s identification documents or sensitive financial information.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services, or (vii) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder. You shall abide by all applicable local, state, national and international laws, and regulations.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
We may terminate Your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with Your membership. If You wish to terminate Your Account, You may do so by following the instructions on the Platform or through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The services and content are provided “as is”, “as available” and without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. We and our directors, employees, agents, suppliers, partners, and content providers do not warrant that: (i) the services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the services is free of viruses or other harmful components; or (iv) the results of using the services will meet your requirements. Your use of the services is solely at your own risk. Some states do not allow limitations on implied warranties, so the foregoing limitations may not apply to you.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, directors, and representatives from all liabilities, claims, and expenses, including reasonably and properly incurred attorneys’ fees, that arise solely from or relate to Your misuse of, or access to, the Services, Content, or Product Content or Your User Content, any infringement by You of any third party’s intellectual property in connection with Your use of the Services, Content, Product Content or User Content. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will reasonably assist and cooperate with us in asserting any available defenses. For clarity, You further agree to promptly reimburse KOSAA for any reasonably and properly incurred expenses (including fees and disbursements of counsel) as they are incurred by KOSAA in connection with investigating, preparing for or defending, or providing evidence in, any pending or threatened action, claim brought under this section.
LIMITATION OF LIABILITY
Nothing in these terms and conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; and any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
Subject to the above neither party shall under any circumstances whatever be liable to the other party, whether, in contract, tort (including negligence), breach of statutory duty, or otherwise, for (a) any loss of goodwill, profit, revenue, or anticipated savings; or (b) any loss that is an indirect or secondary consequence of any act or omission of the other; or (c) any bugs, viruses, trojan horses, or the like (regardless of the source of origination)
Your Liability to Us in respect of all loss or damage arising under or in connection with these terms and conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total of the Order Values placed through the Platform over the entire term of these terms and conditions.
Our liability to You in respect of all loss or damage arising under or in connection with these terms and conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total of all fees paid to Us by You over the entire term of these terms and conditions.
GOVERNING LAW AND JURISDICTION
These Terms shall be governed by and construed in accordance with the laws of the British Columbia, Canada. Entire Agreement and Severability
These Terms are the entire agreement between You and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and us with respect to the Services. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending You to notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also Your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes.
- FORCE MAJEURE: We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- ASSIGNMENT: These Terms are personal to You, and are not assignable, transferable, or sublicensable by You except with our prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without consent.
- AGENCY: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
- NOTICES: Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to firstname.lastname@example.org.
- NO WAIVER: Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.
SITE CONTENT AND USAGE
- DEFINITIONS: The term “Product Content” includes all Content relating to Products presented for sale on the Platform and all other Content added, created, uploaded, submitted, distributed, or posted to the Platform by users is considered “User Content”. The term “Content” includes, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, trademarks, logos, and interactive features generated, provided, or otherwise made accessible on or through the Services, in addition to Product Content and User Content. All Content whether publicly posted or privately transmitted is the sole responsibility of the person or Supplier from which such Content originated.
- USE LICENSE: You are granted a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e. to download and display locally) Content solely for purposes related to the purchase of Products through the Platform. Reproduction, modification, distribution, or storage of any Content for any other use is expressly prohibited without prior written permission from Us and the relevant owner of the Content. You shall not sell, license, rent, or otherwise use or exploit any Content in any way that violates any third party right.
- NOTICES AND RESTRICTIONS: The Services may contain Content specifically provided by us, our partners, or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws (“Intellectual Property”). You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. You or any user affiliated with You, are strictly prohibited from using any Intellectual, including but not limited to any Content specifically provided by us, our partners or our users as well as any aspect, feature, design element, user interface or source code of the Services, outside of the Services or in any way not expressly authorized by the applicable rights holder to such Intellectual Property.
COMMUNICATION AND SALES THROUGH THE PLATFORM
- COMMUNICATION: You may use the Platform to send communications to SUPPLIERS in several forms, including but not limited to: Requesting Trade Accounts, Messages, Quotes, and Orders. By using the Platform you agree to use the Platform messaging tools for all communications related to Products discovered and Quotes or Orders initiated through the Platform.
- TRADE ACCOUNTS: Through the Platform, you are able to request Trade Accounts directly from the SUPPLIERS. Upon receiving your request SUPPLIERS will have access to view your Buyer Profile and then will accept or reject your request and extend a trade discount to you. Trade Discounts are applied at the Company rather than the Individual level, meaning that if multiple members of your Company have access to your KOSAA Account, they will all be able to utilize the trade discount given. The trade discount given through KOSAA should be equal to or higher than the trade discount provided from the same SUPPLIER outside of the PlaTform.
- QUOTES AND ORDERS: You are able to request quotes for products and place orders directly with SUPPLIERS through the Platform. The SUPPLIERS will respond to your request with the full price of any Quote or Order including the final price of the Product along with any additional charges, discounts, transportation fees, and applicable taxes. Placing an Order through the Platform is the equivalent of sending a purchase order. Order through the Platform is a commitment to purchase and you are expected to arrange for payment to be made within a reasonable timeframe. In most instances, the SUPPLIER will not commence production or shipment of your Order until Payment is received.
- ORDER FULFILMENT: Your order will be fulfilled by the SUPPLIER you are purchasing from and they are responsible for all delivery and logistics unless previously agreed with you. We cannot give any undertaking or warrant (nor will we provide any adjudication for) Products that are lost in transit.
- SALES CONTRACT: Orders placed through the Platform are placed with the SUPPLIER directly and the contract of sale is between you and the SUPPLIER directly, except in the instance where the Order is being fulfilled by KOSAA Distribution. The SUPPLIER is responsible for providing you with all relevant information relating to the contract of sale including without limitation your terms of business and delivery information, returns and cancellations policies, and information about how (if at all) they will use any of your personal data. They are not entitled to use your personal information for any other purposes except for the delivery of the purchased Products. You acknowledge that KOSAA is not and will not be a party to any contract that may come into existence between you and any SUPPLIER that you purchase Products from or who you may otherwise meet or come into contact with through our Site. We will not be liable for any loss or damage suffered by you as a result of your dealings with any SUPPLIER or any person, firm, or company you have come into contact with through our Platform. You will indemnify us against all costs, claims, damages, and losses that may arise out of your dealings with SUPPLIERS.
- PAYMENTS: You, or a 3rd party of your choosing, are able to make electronic payments for your Orders through our secure payments.
- KOSAA DISTRIBUTION: In some cases, KOSAA manages the communication, quotes, and orders on the Platform on behalf of a SUPPLIER. In this instance, your contract of sale is with KOSAA directly and your same rights apply.