Welcome to Open Supply Hub. Open Supply Hub, Inc. (“OS Hub,” “we,” “us,” or “our”) is a non-profit organization that operates the website at https://opensupplyhub.org/ (together with the sub-domains thereof, the “Site”), which provides a registry of global supply chain facilities (the “Registry” and together with the Site and other services on the Site, the “Services”). These Terms of Service constitute an agreement between OS Hub and any Person (as defined below) that accesses or uses the Services or OS Hub Materials (as defined below) or has a User Account (as defined below) (“User,” “you,” or “your”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICES, YOU MAY NOT ACCESS OR USE THE SERVICES OR OS HUB MATERIALS. BY ACCESSING OR USING THE SERVICES OR OS HUB MATERIALS, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS OF SERVICE. ONLY INDIVIDUALS WHO ARE OVER EIGHTEEN (18) YEARS OF AGE MAY ACCESS AND USE THE SERVICES OR OS HUB MATERIALS, WHETHER PERSONALLY OR ON BEHALF OF AN ENTITY.
1.1 “Affiliate” means, with respect to any Person, any other Person that Controls such Person, is Controlled by such Person or is under common Control with such Person.
1.2 “Control” means, with respect to any Person, the direct or indirect (a) ownership of more than 50% of the common shares or other ownership interests in such Person representing the right to vote for the board of directors or similar body of such Person or (b) possession of the right to control or manage such Person, and “Controlled by” and “under common Control” shall have correlative meanings.
1.3 “Creative Commons License” means the Creative Commons Attribution-Share Alike License 4.0, as available at https://creativecommons.org/li... or otherwise made public on the Creative Commons website.
1.4 “Derivative Work” means, with respect to any work, a new or modified work that is based on or derived from such work or any portion thereof, including any revision, modification, translation, abridgment, condensation, expansion, collection or compilation of such work or a portion thereof.
1.5 “Encumbrances” means any lien, pledge, hypothecation, charge, mortgage, security interest, interference, option, right of first refusal, right of first negotiation, license, covenant not to assert or other immunity from suit, equitable interest, preemptive right, community property interest, technology escrow, title retention or title reversion agreement, prior assignment, or any other encumbrance or restriction of any nature.
1.6 “Entity” means any corporation, limited liability company, partnership, limited partnership, association, joint stock company, trust, joint venture, unincorporated organization or other entity.
1.7 “Facility Information” means, with respect to any facility, information about such facility stored in the Registry.
1.8 “Feedback” means any feedback, comments or suggestions provided by you for the modification, correction, improvement or enhancement of any Service or OS Hub Materials.
1.9 “Governmental Authority” means any (a) national, prefectural, federal, state, local, municipal, foreign or other government, (b) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, board, commission, department, instrumentality, office or other entity, and any court or other tribunal), and/or (c) other Person exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.
1.10 “Intellectual Property” means all discoveries, inventions, improvements, developments, procedures, processes, know-how, trademarks, service marks, trade dress, designs, logos, packaging, confidential information, technical information, techniques, works of authorship, drawings, models, algorithms, manuals, systems and other technology or intellectual property, whether or not patentable or copyrightable or otherwise registerable.
1.11 “Intellectual Property Rights” means any and all (a) rights associated with works of authorship throughout the world, including copyrights, moral rights, and mask work rights, whether or not registered or registerable, (b) trademark, trade dress and trade name rights, domain name rights and similar rights, whether or not registered or registerable, (c) trade secret rights, (d) rights in or to inventions (whether or not patentable), patents, designs, algorithms and other industrial property rights, (e) all other intellectual and proprietary rights and other rights in or to Intellectual Property (of every kind and nature throughout the world, however designated and whether or not registered or registerable) (including logos, character rights, “rental” rights and moral rights), whether arising by operation of law, contract, license or otherwise and (f) all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof (including rights in any of the foregoing).
1.12 “Law” means (a) laws, statutes, ordinances, regulations, rules, notice requirements, agency guidelines, principles of law and legal requirements of any Governmental Authority and (b) any judgment, decision, consent decree, injunction, arbitration award, ruling or order of any Governmental Authority or arbitrator.
1.13 “Losses” means all claims, losses, damages, liabilities, costs (including reasonable legal fees), charges, interest, penalties, and expenses of any kind, including any amounts paid in relation to any compromise or settlement of a claim.
1.14 “OS Hub Materials” means all (a) all text, writings, photographs, graphics, drawings, audio, video, designs, data and other works of authorship and materials on or accessible from the Site or the Registry, or via the Services and (b) any other Intellectual Property in the Site and/or Services.
1.15 “OS Hub Open Source License” means the license granted by OS Hub with respect to the software posted by OS Hub at its GitHub page available at https://github.com/open-appare... the terms of which license are posted at such GitHub page.
1.16 “OS Hub Open Source Software” means any software of OS Hub licensed out by OS Hub under the Open Source License.
1.17 “Person” means any individual or Entity.
1.18 “User Contributions” means any information, including Facility Information, submitted to the Registry or to OS Hub via or in connection with the Services by or on behalf of you.
2.1 Registry. Subject to your compliance with these Terms of Service, OS Hub hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:
(a) access and use the Registry to retrieve Facility Information
(b) add facilities and Facility Information to the Registry,
in each case, in accordance with, and subject to, these Terms of Service and OS Hub’s instructions.
2.2 Facility Information. OS Hub hereby grants to you a non-exclusive license, under the Intellectual Property Rights owned or licensable by OS Hub, to exercise the Licensed Rights (as defined in the Creative Commons License) in Facility Information owned or licensable by OS Hub under the terms of, and subject to your compliance with your obligations under, the Creative Commons License of the scope that OS Hub would be obligated to grant to you if such Facility Information constituted Licensed Materials (as defined in the Creative Commons License), and OS Hub shall comply with all obligations in the Creative Commons License required to be complied by OS Hub as a licensor of such Licensed Materials. Notwithstanding the fact that certain Facility Information may constitute OS Hub Materials, these Terms of Service do not limit your rights under this Section 2.2 to the extent such limitations are inconsistent with the terms and conditions of the Creative Commons License.
2.3 Open Source License. OS Hub and you acknowledge that the Services are based in part on OS Hub Open Source Software. For clarity, these Terms of Service apply to the Services, and do not in any way alter the terms and conditions set forth in OS Hub Open Source License with respect to OS Hub Open Source Software.
2.4 No Other Rights. Except as expressly set forth in this Section 2, OS Hub grants you no license or other rights under, and hereby expressly retains all its rights with respect to, any Intellectual Property Rights of OS Hub.
3. User Accounts.
3.1 Access to Certain Features. Creation of an account on the Site (each, a “User Account”) is optional, but some features of the Services are only accessible and usable if you create and log into a User Account. You acknowledge and agree that any Service that OS Hub has designated from time to time as requiring a User Account will not be accessible to you unless you create and log into a User Account.
3.2 Responsibilities. If you create a User Account, you represent, warrant and covenant that:
(a) you are over eighteen (18) years of age;
(b) all information you provide in connection with creating such User Account is accurate and you will keep such information up-to-date and accurate through your profile page on the Site;
(c) such User Account is, and will be, your sole User Account, provided that you may create a User Account on behalf of an Entity in accordance with Section 3.3.
(d) you (i) shall keep your account credentials confidential and secure, (ii) shall not share such credentials with any other Person and (iii) shall not cause, allow or assist any Person to use your User Account or any other User Account that is not such Person’s User Account, provided that an Entity that has created a User Account may share the credentials therefor with its authorized employees and allow such employees to use such User Account, in each case, in accordance with Section 3.3(d); and
(e) you shall be solely responsible and liable for all activities that occur through your User Account.
3.3 Entity User Accounts. If you are creating a User Account on behalf of an Entity, you represent, warrant and covenant that:
(a) you are authorized by such Entity to create such User Account and to bind such Entity to these Terms of Service;
(b) such Entity has agreed to be, and shall be, bound by these Terms of Service;
(c) such User Account is and shall be such Entity’s sole User Account; and
(d) such User Account will be accessed and used solely by authorized employees of such Entity on behalf of, and for the benefit of, such Entity.
3.4 User Account Deletion. OS Hub may delete any User Account in its sole discretion for any reason. If OS Hub has deleted your User Account, you may not create an additional User Account without OS Hub’s prior written consent.
3.5 User Contact. OS Hub may contact you at the contact information provided in connection with creating a User Account.
4. User’s Obligations.
4.1 Conditions of Use. Your right to use the Services is conditioned on, and shall be subject to your compliance with the following:
(a) you shall comply with, and use the Services solely in accordance with, applicable Laws, these Terms of Service and OS Hub’s instructions;
(b) you shall provide attribution (i) with respect to any Facility Information, to OS Hub or the contributor thereof in accordance with Section 2.2 or (ii) with respect to any other OS Hub Materials, to OS Hub or its designee, as required in the documentation for the Services or as instructed by OS Hub;
(c) if you share any OS Hub Materials with any Person, you shall cause such Person to comply with these Terms of Service; and
(d) you shall notify OS Hub in writing if you become aware of any infringement, misappropriation or unauthorized use of, or unauthorized access to, the Services or OS Hub Materials.
4.2 Prohibited Uses. You shall not use the Services or OS Hub Materials:
(a) to develop any registry or other service that is competitive with the Services;
(b) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any Person;
(c) in a manner or for any purpose that violates any applicable Law or agreement to which you are a party, including employment agreements and non-disclosure agreements;
(d) to combine or integrate the Services or OS Hub Materials with any software, technology, services, materials or other Intellectual Property without OS Hub’s prior written consent;
(e) post, transmit or disseminate (i) any false information, including false information about competitors, or (ii) any material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; or
(f) to aid or implement practices violating basic human rights or civil liberties, including to assist in the creation of databases of identifying information for any government to abrogate any human rights, civil rights, or civil liberties of individuals on the basis of race, gender, gender identity, sexual orientation, religion, immigration status, national origin or otherwise
4.3 Prohibited Activities. You shall not:
(a) copy, modify, or create Derivative Works of the Services or OS Hub Materials, in whole or in part, including copying, archiving or duplication any portion of the Services or OS Hub Materials, except as expressly permitted by Section 2;
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or OS Hub Materials to a third party, except as expressly permitted by Section 2;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or OS Hub Materials, in whole or in part;
(d) remove any proprietary notices from the Services or OS Hub Materials;
(e) interfere with or disrupt, or attempt to interfere with or disrupt, the operation, integrity or performance of the Services, including by delivering viruses, worms, time bombs, Trojan horses, or other harmful or malicious code;
(f) access or attempt to access any area of the Services that you are not authorized to access, or violate or attempt to violate any security features of the Services;
(g) forge user names, manipulate identifiers or otherwise impersonate any other Person or misrepresent your identity or affiliation with any Person;
(h) otherwise engage in any other activity that OS Hub has informed you to be in violation of these Terms of Service.
4.4 Facility Information. Upon OS Hub’s request from time to time, you shall provide OS Hub a copy of any Derivative Work of Facility Information created by you or on your behalf.
5. User Contributions.
5.1 License. You hereby grant (a) to OS Hub and each user of the Services a non-exclusive license, under your Intellectual Property Rights, to exercise the Licensed Rights (as defined in the Creative Commons License) in User Contributions under the terms of, and subject to OS Hub’s or such user’s compliance with OS Hub’s or such user’s obligations (as the case may be) under, the Creative Commons License of the scope you would be obligated to grant if User Contributions constituted Licensed Materials (as defined in the Creative Commons License)), and you shall comply with all obligations in the Creative Commons License required to be complied by you as a licensor of such Licensed Materials, and (b) without limitation to sub-clause (a), to OS Hub a non-exclusive right to grant, in accordance with Section 2.2, sublicenses under your Intellectual Property Rights in any Facility Information submitted by or on behalf of you to the Registry or to OS Hub via or in connection with the Services. For clarity, User Contributions may remain in the Registry, and the license granted with respect thereto pursuant to this Section 5 shall survive, even if you discontinue, or OS Hub terminates, your use of the Services.
5.2 No OS Hub Obligations. Nothing herein shall constitute an obligation by OS Hub to post, transmit, disseminate or retain any User Contribution. OS Hub may remove or delete any User Contribution in its discretion.
6.1 Copyright Owners. If any Person believes that any content or materials on the Site infringes any copyright that is owned by such Person or under which such Person has exclusive rights (each, a “Complaining Party”), the Complaining Party or its agent may submit a written notification pursuant to the Digital Millennium Copyright Act to our Copyright Agent at firstname.lastname@example.org (a “DMCA Notice”).
6.2 DMCA Notice. Each DMCA Notice shall include the following:
(a) a physical or electronic signature of a Person authorized to act on behalf of the Complaining Party;
(b) identification of the copyrighted work claimed to be infringed and a list of all registrations and applications for registrations of such copyright;
(c) a list of the content or materials on the Site that allegedly infringes such copyright that is reasonably detailed and sufficient to enable OS Hub to identify and locate such content or materials;
(d) information that is reasonably sufficient to enable OS Hub to contact the Complaining Party, including an address, telephone number and email address;
(e) a statement that the Complaining Party has a good faith belief that OS Hub’s use of such content or materials as described in the DMCA Notice is not authorized by the Complaining Party or under applicable Law; and
(f) a statement that the information in the DMCA Notice is accurate, and under penalty of perjury, that the Person submitting the DMCA Notice is authorized to act on behalf of the Complaining Party.
7. Third Party Materials.
7.1 Third Party Materials. The Services integrate or contain links to websites, content and services provided by third parties (“Third Party Materials”). OS Hub does not validate or endorse such Third Party Materials, including as to the accuracy, appropriateness, completeness, security, reliability, safety, suitability, availability or efficacy of such Third Party Materials. Your access to and use of such Third Party Materials is at your own risk. Your access to, or use of, such Third Party Materials may be subject to separate terms, conditions and policies, which you should review prior to accessing or using such Third Party Materials.
7.2 No Liability. WITHOUT LIMITATION TO SECTION 10.3, OS HUB MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THIRD PARTY MATERIALS AND HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND IN CONNECTION OR IN RELATION TO THIRD PARTY MATERIALS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. IN NO EVENT SHALL OS HUB BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSSES INCURRED IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIRD PARTY MATERIALS.
8. OS Hub’s Intellectual Property.
8.1 OS Hub Materials. You acknowledge and agree that, as between OS Hub and you, all right, title and interest in and to OS Hub Materials and Intellectual Property Rights therein shall be solely owned by OS Hub.
8.2 Further Assurances. If any right, title or interest in or to any OS Hub Materials or Intellectual Property Rights therein vest with you, you shall assign all such right, title and interest to OS Hub free and clear of Encumbrances. You shall take all actions, and execute and deliver to OS Hub all documents, as may be reasonably required to fully assign all such right, title and interest to OS Hub.
9. Termination or Interruption of Access.
9.1 Termination or Interruption. Notwithstanding anything to the contrary herein, OS Hub may, in its sole discretion: (a) cease operation of, or interrupt access to, any Service (b) add, remove or change any feature of the Services or remove any service from the Services entirely, (c) restrict your access to any Service and/or (d) terminate your license and other rights under these Terms of Service, in each case at any time and without prior notice.
9.2 No Guarantees. WITHOUT LIMITATION TO SECTION 10.3, OS HUB MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SERVICES WILL CONTINUE TO BE AVAILABLE AND SHALL NOT BE LIABLE FOR ANY LOSSES YOU MAY SUFFER FROM BEING UNABLE TO ACCESS SERVICES.
10. Representations and Warranties.
10.1 Authority. You represent and warrant to OS Hub that you have full power, right and authority to enter into these Terms of Service and to carry out your obligations pursuant to these Terms of Service.
10.2 Other User Representations and Warranties. You represent and warrant to OS Hub that:
(a) User Contributions are accurate;
(b) User Contributions do not, and will not, infringe, misappropriate or violate the rights of any third party, including any Intellectual Property Rights or data privacy rights of any third party;
(c) you have all necessary consents to provide User Contributions to OS Hub and users of the Services, to allow OS Hub and users of the Services to use User Contributions in accordance with these Terms of Service and to grant the licenses required to be granted by you pursuant to these Terms of Service;
(d) User Contributions do not include any content that is pornographic, obscene, defamatory or violation of applicable Law, or outside the scope of the Site’s purpose; and
(e) you are not, and are not Controlled, whether directly or indirectly, by, a Person that is on the restricted or sanctioned party list maintained by, or is the target of sanctions imposed by, the United States, the European Union or the United Kingdom.
10.3 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SECTION 10 (A) THE SERVICES AND ALL INFORMATION RETRIEVED FROM THE SITE OR THE REGISTRY, INCLUDING FACILITY INFORMATION OR OTHER OS HUB MATERIALS, IS PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE,” AND “WITH ALL FAULTS” BASIS AND (B) OS HUB HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND IN CONNECTION OR IN RELATION TO THE SERVICES OR ANY SUCH INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
11.1 Indemnification Obligation. You shall indemnify, hold harmless and, at OS Hub’s written request, defend OS Hub, its Affiliates, and its and their directors, officers and employees (the “Indemnified Parties”) from and against all Losses incurred by, suffered by or imposed on an Indemnified Party as a result of or arising from (whether directly or indirectly, including in relation to any third party claim) (a) any breach by you of any of your obligations herein or (b) any inaccuracy, misrepresentation or breach of any of your representations or warranties herein.
11.2 Third Party Claims. If a third party asserts a claim in respect of which an Indemnified Party may seek indemnification under Section 11.1 (a “Third Party Claim”), upon OS Hub’s written request, you shall assume the defense of such claim at your cost. In such case (a) OS Hub shall provide its reasonable support with respect to such defense, (b) you shall keep OS Hub reasonably informed of any developments with respect to such defense and (c) you shall not compromise or settle such Third Party Claim without the prior written consent of OS Hub.
12. Limitation of Liability. IN NO EVENT SHALL (a) OS HUB BE LIABLE TO YOU HEREUNDER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR USE OR COST OF COVER), EVEN IF ANY SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) THE TOTAL LIABILITY OF OS HUB TO YOU HEREUNDER EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100).
13.1 Governing Law, Dispute Resolution. These Terms of Service shall be governed by and construed in accordance with the Laws of New York, without regard to its conflict of laws rules. Any claim, controversy or dispute arising out of or in connection with these Terms of Service, including any breach of these Terms of Service, (each, a “Dispute”) shall be resolved by confidential, final and binding arbitration in New York, NY administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures in effect at such time. Such arbitration shall be conducted by a single arbitrator. The award rendered by the arbitrator shall be final and binding on the Parties and may be entered and enforced in any court having competent jurisdiction. Notwithstanding the foregoing, either OS Hub or you may seek equitable relief, including the remedies of specific performance and injunction, in any court of competent jurisdiction with respect to any actual or attempted breach of this Agreement.
13.2 Amendments. OS Hub may amend or update these Terms of Service from time to time. Any amendments or updates will be posted here, unless OS Hub notifies you otherwise. If you continue using the Service, you assent to such changes or updates.
13.3 Interpretation. The section headings contained in these Terms of Service are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms of Service. The words “include,” “includes” and “including,” when used in these Terms of Service, shall be deemed to be followed by the phrase “without limitation.” The words “herein,” “hereof,” “hereunder” and words of like import shall refer to these Terms of Service as a whole.
13.4 Entire Agreement. These Terms of Service constitute the entire agreement between you and us with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings with respect to such subject matter.
13.5 Assignment. You may not assign these Terms of Service, or any rights or obligations hereunder, to any third party without our prior written consent. We may assign these Terms of Service without your consent.