This Terms of Service Agreement (the “Agreement”), effective as of August 1st, 2022 states the terms and conditions that govern the contractual agreement between Steel Giant Construction Marketplace LLC (the “Company”) and you (the “User”) who agrees to be bound by this Agreement in regard to the User’s access to www.steelgiantmarket.com (the “Site”), which is owned and operated by the Company. As used herein, “User” generally refers to both vendors and customers unless specifically noted.
- ELIGIBILITY/GENERAL RESTRICTIONS. The User’s limited license to access and make personal use of the Site is contingent on the following:
- The User must be at least 18 years of age;
- The User must provide information (personal and otherwise) that is truthful to the best of the User’s knowledge and in the event any such information changes, the User shall notify the Company of any such change within a reasonable amount of time;
- The User shall not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of the Site. The User will not take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure. The User agrees not to use any robot, spider, other automatic device, or manual process to monitor or copy any content from the Site without the prior express consent from an authorized Company representative, unless such use is by a search engine employed to direct Internet users to the Site;
- The User shall not reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purpose without express written consent of the Company;
- The User shall not use any of the Services for any unlawful or harmful purposes; and
- Any unauthorized use automatically terminates the permission or license granted by the Company.
- SUBSCRIPTION SERVICE. As consideration for the Service, the User agrees and acknowledges that it will pay to the Company the fees related to the package into which the User has subscribed. The schedule of fees associated with each subscription package is located on the Support page (each, a “Subscription Fee”).
- Monthly Payments. The User shall provide to the Company a valid credit card which the Company shall charge each month for the applicable Subscription Fee. All payments (i) shall be made on the first date of the User’s billing cycle (e.g., if the User’s billing cycle starts on the 26th day of each calendar month, then payment will be made on the same day of each calendar month); and (ii) made are for the month following such payment and deemed earned by the Company upon payment. In the event the Company is unable to process payment for any reason, the Company reserves the right to immediately terminate or suspend the User’s account and/or access to the Site.
- Automatic Renewal. The User’s chosen subscription package will automatically renew on a monthly basis unless terminated through the User’s account page on the Site prior to the date of renewal. The Company will process payment on the date of renewal, with such payment being completely non-refundable to the User.
- Changing Subscription Plans. The User may choose a different subscription package through its account page on the Site. Any applicable changes to the User’s subscription plan shall automatically take effect the billing cycle following the date such changes are made through the User’s account page.
- Changing Payment Methods. The User must keep all payment information up to date within the User’s account page on the Site.
- Changes to Subscription Fees. The Company reserves the right to change the applicable Subscription Fee from time to time. The User will receive notice via email of any such changes four (4) weeks prior to the date of any such change. Any failure by the user to terminate its account through the User’s account page on the Site prior to the Company processing payment shall be deemed assent to any change made by the Company.
- RELATIONSHIP BETWEEN USER AND COMPANY. The User acknowledges and agrees that the Company simply provides a venue through which Users may connect to do business. The Company is not a party to any agreement between Users of the Site for any products. Further, the Company cannot attest to the veracity of the specifications listed with regard to any product. The Company does not verify any such information and disclaims any guarantees thereto.
- USER DISPUTES. Users are encouraged to independently settle disputes. Any such disputes must be handled between the Parties as the Company is not party to any agreement reached between Users.
- TRANSACTION ACKNOWLEDGMENTS. The Users agree and acknowledges that (i) any and all bids are binding on the User making such bid and cannot be retracted; and (ii) Users shall be responsible for any and all logistics and costs associated with title, registration, freight, and transportation costs of any products sold through the Site.
- RESTRICTIONS ON USER-GENERATED CONTENT.
- The User may have the opportunity to post a variety of content through requests for services on the Site without the Company’s approval (the “User Content”). The User agrees that in using the Service and the Site, the User shall not post any User Content that: (i) advocates for the commission of any illegal activity; (ii) advocates or professes violence or intolerance toward any specific individual, organization, or belief; (iii) is misleading or inaccurate information that was posted with the intent of misleading other users; (iv) may be deemed obscene (at the sole discretion of the Company); (v) may cause a liability for Company or its partner publications and websites (collectively, the “Partners”), or may cause Company or any of its Partners to lose (in whole or in part) the services of any ISPs or suppliers; or (vi) infringes upon the intellectual property or any other right of any third party.
- The User shall not, through the Service or the Site: (i) impersonate any person or entity; (ii) harass any other Users of the Site; or (iii) state or imply that any posted User Content is endorsed by the Company.
- The User grants to the Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any User Content throughout the world in any media. The User grants the Company and its sublicensees the right to use the name that the User submits in connection with such User Content, if the party so chooses. The User represents and warrants that the User owns or otherwise controls all of the rights to any User Content and that such User Content is accurate.
- By submitting User Content to the Site, the User acknowledges that this Agreement applies to the User’s submission of the User Content and the Company’s use of such User Content.
- USER ACCOUNT. The User may register to the Site with an account in order to make use of certain functions and/or the Service (the “User Account”). The User is responsible for maintaining the confidentiality of the username and password that the User designates during the registration process, and the User is fully responsible for all activities that occur under the User Account. The User agrees to: (i) immediately notify the Company of any unauthorized use of the User Account or any other breach of security, and (ii) ensure that the User exits from the User Account at the end of each session. The Company will not be liable for any loss or damage arising from the User’s failure to comply with this provision. The User should use particular caution when accessing the User Account from a public or shared computer to ensure that others are not able to view or record the User Account’s username and password and/or other personal information. The Company reserves the right to terminate or suspend any User’s User Account and/or access to the Site and the Service if the Company determines (in its sole discretion) that any such User has violated this Agreement. Should the Company terminate any User Account, then the User may not create a new User Account on the Site.
- TERM AND TERMINATION. This Agreement will remain in effect until terminated by either party. If the User is dissatisfied with the Service or any of the terms and conditions contained herein, the sole and exclusive remedy is to terminate the User Account. The User may cancel the User Account and participation in the Service at any time via the User’s account page. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its sole discretion, terminate the User Account, and discontinue the User’s participation in the Service. Reasons for the Company’s determination to so terminate or discontinue the User’s Account or participation as provided for above, include, but are not limited to, if the Company believes that the User has violated this Agreement or other policies or guidelines of the Service or that of any other party, or if the Company believes that the User’s conduct may be harmful to other consumers, advertisers or licensees who participate in or facilitate the Service.
- The Company has the right at any time or from time to time to modify or amend this Agreement. Should the Company choose to modify this Agreement the Site will display such changes, which will be the User’s only notification of any such change. Any use of the Site or the Service by the User after such notification shall constitute the User’s acceptance of the modified or amended terms. No modification to this Agreement made by the User shall be binding upon the Company.
- INTELLECTUAL PROPERTY. The Site holds certain content, which is the property of the Company or its content suppliers and protected by international copyright laws (the “Content”). The Site may contain or reference trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes or other proprietary rights belonging to Company and/or other parties. No license to or right in any such trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes and other proprietary rights of Company and/or other parties is granted to or conferred upon the User and the user may not utilize such Content by any manner aside from viewing such Content according to the license granted herein. Prohibited uses of such content without the written consent of the Company include (but are not limited to):
- Removing, altering, bypassing, avoiding, interfering with, or circumventing any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content including geo-filtering mechanisms;
- Copying, downloading, stream capturing, reproducing, duplicating, archiving, distributing, uploading, publishing, modifying, translating, broadcasting, performing, displaying, selling, transmitting or retransmitting the Content; and
- Creating, recreating, distributing or advertising an index of any significant portion of the Content.
- DMCA PROCEDURE FOR ALLEGEDLY INFRINGING CONTENT. To notify the Company of any copyright-infringing content, please contact us via the contact information below with the following information in accordance with the Digital Millennium Copyright Act:
- Identification of the allegedly copyright-infringing material
- Identifying of the allegedly infringed-upon work and the copyright-holder of said work
- Information reasonably sufficient for Company to contact you
- A statement that you have a good faith belief that use of the material in the manner complaint of is not authorized by the copyright owner, its agent, or the law
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Your physical or electronic signature.
Our designated Copyright Agent to receive DMCA Notices is:
Steel Giant Construction Marketplace
- Alex Smoot
4910 Wood Duck Circle
Vero Beach, FL 32067
- LIMITED LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE, THE CONTENT, ANY SERVICE OFFERED BY THE COMPANY, ANY USER POST MADE ON THE SITE; ANY TRANSACTION FACILITATED THROUGH THE SITE; OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) ANY PARTY’S USE OR INABILITY TO USE THE SITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA OR ANY TRANSMISSION OF DATA; (D) ANY CONTENT OR DATA TRANSMITTED OR RECEIVED (OR NOT TRANSMITTED OR RECEIVED) BY/FROM ANY PARTY; AND/OR (E) ANY CONTENT OR DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE OR THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THROUGH AFFILIATE LINKS); WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER.
- DISCLAIMER OF WARRANTIES. THIS SITE, THE CONTENT, AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THIS SITE, ANY SERVICE OFFERED BY THE COMPANY, OR PRODUCT OR SERVICE PROVIDED THROUGH ANY USER OR IS COORDINATED THROUGH THE COMPANY’S SERVICE IS AT THE USER’S SOLE RISK. THE COMPANY MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (B) THAT THE SITE, OR THE SERVICE WILL MEET THE USER’S REQUIREMENTS; (C) THAT THE SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE OR ERROR-FREE; (D) THAT ANY INFORMATION, DATA OR CONTENT OBTAINED FROM THE SITE, OR THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY OR FREE FROM VIRUSES OR OTHER FORMS OF DESTRUCTIVE CODE; AND/OR (E) ANY MANUFACTURER, LOGISTICS PROVIDER, OR MARKETING SERVICE PROVIDER’S SERVICE WILL BE SUITABLE FOR THE NEEDS OF ANY USER. NO ADVICE OR INFORMATION OBTAINED BY THE USER FROM THE COMPANY, WHETHER IN ORAL, WRITTEN OR ELECTRONIC FORM, RELATING TO THE USER’S USE OF THIS SITE, OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- The User agrees to indemnify, hold harmless and defend the Company, along with its directors, employees, owners, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (i) this Agreement and/or any breach or threatened breach by the User; (ii) the User’s use of the Site or any Service offered by the Company; (iii) any unacceptable, unlawful, or objectionable use of the Site or any Service offered to the User by the Company; or (iv) any negligent or willful misconduct by the User; (v) violation of any third party’s rights (including intellectual property rights) through the User’s use of the Site or the Service; or (vi) any transaction between Users of the Site.
- THIRD PARTY LINKS. There are links on the Application that lead to third party websites, including those of advertisers. THE COMPANY IS NOT RESPONSIBLE FOR THE PRIVACY POLICIES OF THOSE SITES OR THE COOKIES THOSE WEBSITES USE. IN ADDITION, BECAUSE THE COMPANY HAS NO CONTROL OVER SUCH WEBSITES AND RESOURCES, THE USER ACKNOWLEDGES AND AGREES THAT THE COMPANY IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL WEBSITES OR RESOURCES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH WEBSITES OR RESOURCES.
- The Company shall be free to reproduce, use, disclose, and distribute any and all communication conducted with Company through the Site including but not limited to feedback, questions, comments, suggestions and the like (the “Communications”). The User shall have no right of confidentiality in the Communications and the Company shall have no obligation to protect the Communications from disclosure. The Company shall be free to use any ideas, concepts, know-how, content or techniques contained in the Communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.
- ERRORS AND OMISSIONS. The Site may contain substantive errors, technical inaccuracies, or typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to certain products or services offered by the Company. The Company shall not assume responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to honor any order affected by such inaccuracies. The Company reserves the right to make changes, corrections, cancellations and/or improvements to any information contained on the Site, and to the products and programs described in such information, at any time without notice, including after confirmation of a transaction.
- PRODUCTS AND SERVICES. The Site may contain information about products and services offered by the Company, not all of which are available in every location. Any reference to a Company product or service on the Site does not imply that such product or service is or will be available in the User’s location. Furthermore, the Company may alter what portions of the Service is available to Users at any time in its sole discretion, including (but not limited to) removing certain parts of the Service from access at any time.
- INTERNATIONAL USE. The Company does not represent that all content, materials and services on the Site are appropriate or available for use in all geographic locations, and accessing such from certain locations may be illegal and prohibited. Those who do access content, materials and services from such locations act on their own initiative and the Company is not responsible for such Users’ compliance with local laws or other applicable laws. The User shall not access the foregoing where prohibited by law.
- FORCE MAJEURE. In the event that the Company is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the Company or other causes beyond the Company’s reasonable control (a “Force Majeure Event”) the Company shall immediately give notice to the User and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended.
- VENUE; ARBITRATION. This Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the principles of conflict of laws. The User irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Palm Beach County, Florida. Except for a misuse or infringement of the Company’s intellectual property, any and all disputes, controversies and claims arising out of or relating to this Agreement, or concerning the respective rights or obligations of the Parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator pursuant to the Commercial Rules then in effect of the American Arbitration Association. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The Parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any party in such arbitration.
- If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.