Legal and Policy Center

1. Acceptance of Terms

Welcome to Requis.com and our Terms of Use (these “Terms”).  This agreement is between you and Requis Inc. (“Requis,” “we” or “us”).  These Terms are important and affect your legal rights, so please read them carefully.  Note that Section 16 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.

Requis provides a digital commerce platform for the enterprise, allowing companies to manage their supply chains from procurement through disposition.  The Marketplace (“Marketplace”) allows registered users (“Users”) to buy and sell assets, including products, equipment, parts, commodities, and other materials (“Assets”).  While we facilitate many types of transactions, we are neither the buyer nor the seller in these transactions.  We are the facilitator.  We have no control over the quality, safety or availability of Assets offered for sale, nor do we control whether a buyer will complete a transaction.  As such, we cannot guarantee the accuracy of the listings, the creditworthiness of the buyer, or any other aspect of the transaction.  Users enter transactions at their own risk, and as explained more fully below, we disclaim all liability to the fullest extent allowed by law.

By accessing or using the website located at <https://requis.com> or any mobile application that provides access to our Marketplace (collectively, the “Site”), you agree to be bound by these Terms and all of the terms incorporated herein by reference.

By accepting these Terms, you represent that you are eighteen (18) years of age or older and that, if you have accepted these Terms on behalf of any person or entity, you represent that you have the legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.

If you do not agree to every provision of these Terms, you may not, and we do not authorize you to, access or use the Site or any features provided on the Site.

By accessing or using the Site, you represent and warrant that you have not been previously suspended or removed from the Site or engaged in any activity that could result in suspension or removal from the Site.

These Terms may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by providing notice through the Site.  You can determine when we last updated the Terms by referring to the “Last Updated” legend at the top of these Terms.  Except to the extent that your express consent to any revised Terms is required under data protection law, by continuing to access, browse or use the Site, you confirm your acceptance of the revised Terms and all the terms incorporated herein by reference.  We strongly recommend that you periodically visit this page of the Site to review these Terms. If you do not agree to the revised Terms, you may not access or use the Site.

2. Registration and Personal Data

In order to access and use certain areas or features of the Site, you will need to register for an account.  Each registration is for a single user only.

By creating an account, you agree to (a) provide accurate, current, and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Site on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Site or your account.  Any changes to your registration information may be made by updating your account information on the Site.  If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Site.

By creating an account, you also consent to receive electronic communications from Requis (e.g., via email or by posting notices to the Site). These communications may include notices about your account (e.g., payment authorizations, password changes, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt-out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

3. Using the Requis Marketplace

Requis is designed for the enterprise.  Organizations that wish to participate in the Marketplace may visit the Site to submit an application, which may be accepted or rejected in our absolute discretion.  Membership may also be revoked at any time in our sole discretion.  Please do not apply to become a User if your organization is insolvent, involved in bankruptcy proceedings, or under any legal incapacity that could affect your ability to complete a transaction.  While we undertake certain vetting processes prior to registration, please note that we make no guarantees regarding the Users of the Site.  You acknowledge and agree that you enter all transactions at your own risk.  Requis has no responsibility for any disputes between Users.

Users (“Sellers”) may list Assets for sale through the Marketplace for other Users (“Buyers”) to purchase.  Each time the Seller wishes to list an asset for sale, the Seller will provide listing information that will accurately identify and describe all material features of the Asset to be listed.  The seller is solely responsible for complying with all applicable laws governing the possession, promotion, marketing, offer for sale, sale, transfer, purchase and use of any Asset listed for sale, including but not limited to all export controls, embargos, and sanction orders.  You represent and warrant that (i) neither you nor any Asset listed on the Marketplace are located in or a national or resident of a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

The Seller remains entirely responsible for the accuracy and content of the listing.  By placing the listing with us, the Seller represents and warrants that it owns the listed Asset and has the right to sell it free and clear of any encumbrances.  The Seller also represents and warrants that the listing accurately describes the functionality and condition of the Asset.  We reserve the right to publish the listings in the Marketplace as we choose (e.g. we may decide whether the listing appears in search results and in what order).  We also reserve the right to remove any listing for any reason, including violation of these Terms.

Buyers are responsible for carefully reading the entire listing before placing a bid on the Marketplace.  The Buyer with the winning bid will be put in touch with the Seller to arrange for delivery or collection of the Assets. We do not transfer legal ownership of the Asset from the Seller to the Buyer, that is accomplished through the agreement reached between or among our Users.  We do not provide any guarantees or warranties with respect to the transaction or purchased Asset, which will be provided “as-is” unless otherwise specified by the Seller.  The Buyer and Seller are responsible for negotiating all delivery terms, including the responsibility for shipping, inspection, repair, or any other services.  You acknowledge that Requis is not responsible for acquiring, shipping, delivering, or otherwise completing any transactions with respect to the Assets listed on the Site.

We may provide options for third-party services related to the transaction facilitated by the Marketplace, such as escrow, shipping, or dispute resolution services.  We disclaim all responsibility with respect to any such services, as we have no control over their provision.  Inclusion on the Site does not mean that we recommend or endorse any products, services, or third-party providers.  All third-party options are provided solely for information purposes, which you are free to utilize or ignore.

4. Payment and Billing Information

There is no charge for listing an Asset on the Marketplace or placing a bid.  For each Asset sold to a Buyer, Requis will charge the Buyer a fee set as a percentage of the total sale price, before tax, which will be specified in the Listing for each Asset. Depending on the particular Asset and the services provided to the Seller, Requis may also collect a fee from the Seller.  Following completion of a sale, we will invoice the Buyer directly for the total sale price plus our fee and any applicable taxes (“Total Sale Price”). The Total Sale Price must be paid by the Buyer into the bank account designated by us within five (5) business days of receipt of the invoice.  Any late payments will be subject to an interest charge of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less).  Once the funds have cleared our bank account (and upon presentation of a valid invoice from the Seller), we will remit the Total Sale Price to the Seller, minus our fee and any applicable taxes (“Sale Proceeds”). Buyers and Sellers are responsible for all currency conversion and other transaction fees.

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize our third-party payment processor to charge your payment method for the total amount of your invoice (including any applicable taxes and other charges).  You must promptly resolve any problem encountered with your payment.  You acknowledge that the amount billed may vary due to promotional offers or changes in applicable taxes or other charges, and you authorize our third-party payment processor to charge your payment method for the corresponding amount.

5. Taxes

All bids and orders made within the Marketplace are made net of any taxes imposed with respect to the purchase of an Asset on the Marketplace. The Buyer is liable for all such taxes or for establishing a valid exemption certificate from such taxes.

In order to facilitate the payment for an Asset from a Buyer to the Seller, Requis will collect the payment from the Buyer and remit it to the Seller as detailed in Section 4 above.  Where Requis is required to generate an invoice either to collect payment from the Buyer on behalf of the Seller or for the Seller in order to remit the Sale Proceeds, Requis will use reasonable efforts to correctly determine any taxes and/or duties that apply. Notwithstanding the preceding sentence, ultimately you are responsible for reporting, collecting and timely remitting all applicable taxes (e.g. sales tax, VAT or other indirect taxes, etc.), duties, fees and other charges related to all transactions facilitated on the Marketplace and you agree that Requis will not be liable for any loss suffered as a result of Requis’ calculation of any taxes or duties on an invoice.

Requis will also collect and remit applicable taxes that apply to fees charged by Requis for the Requis services, and such taxes will be charged in addition to our fee.  If our services are subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates.  In addition, Requis reserves the right to report, collect and remit applicable taxes (e.g. sales tax, VAT or other indirect taxes, etc.), duties, fees and other charges related to sale of Assets in jurisdictions that assert Requis has such a reporting, collection or remittance obligation, and Buyer agrees to fully reimburse Requis for such taxes, duties, fees and other charges.  You will provide us any information we reasonably request to determine whether we are obligated to collect sales tax from you, including your identification or registration number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates or documentation for each taxing jurisdiction. We will apply the tax exemption certificates or documentation to charges under your account occurring after the date we receive the tax exemption certificates or documentation. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required.

6. License to Access and use the Site and Content

Unless otherwise indicated in writing by us, the Site and all content and other materials contained therein, including, without limitation, the Requis logo and all designs, text, graphics, pictures, information, data, software, and User Content (as defined in Section 9), other files and the selection and arrangement thereof (collectively, “Content”) are the property of Requis or our licensors or users, as applicable, and are protected by the U.S. and international copyright and other laws.

Subject to these Terms, you are hereby granted a personal, non-exclusive, non-transferable, non-sublicensable license to access and make personal, non-commercial use of the Site and Content (e.g. you may sell Assets through the Marketplace but not otherwise make money from the Site or the Content).  All rights not expressly granted herein are reserved.  You do not acquire any ownership interest in the Site or Content under these Terms, or any other rights thereto other than to use the Site in accordance with the license granted, and subject to all terms, conditions and restrictions of these Terms.

However, such license is subject to these Terms and does not include any right to, and you shall not, directly or indirectly: (a) sell, resell or use commercially the Site or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Site or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Site or Content, except as expressly permitted by us, (f) use the Site to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (g) interfere with the Site or servers or networks used in connection with the Site; or (h) use the Site or Content other than for their intended purposes.

Any use of the Site or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Requis or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.

You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Content.

7. Trademarks

The Requis logo and any other Requis product or service names, trademarks, logos, or other indicia (“Marks”) that may appear on the Site are the property of Requis or its subsidiaries, affiliates, or third parties, and may not be copied, imitated or used, in whole or in part, without our prior written permission, except to accurately identify an Asset listed for sale on the Marketplace.  Nothing contained in the Site shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Requis or such third party that may own such Mark.  Your misuse of any such Mark, or any other Content, is strictly prohibited.

By using the Site, each User authorizes Requis to make use of User’s name, logo, and/or trademark without notice to or consent by such User, in connection with the marketing or promotional materials that Requis may disseminate to the public. Such materials may include but are not limited to, brochures, information posted on the internet or social media platforms, press releases, advertising in newspapers and/or other periodicals, and any other materials relating to the fact that the User is a user of the Site and such materials may be developed, disseminated and used without User’s review.  Nothing herein obligates Requis to make use of the User’s name, logo, and/or trademark, in any promotional materials of Requis.

8. Legal Requirements; Privacy Policy

Requis is committed to processing and protecting the personal data collected through the Site when you use the Site in compliance with our obligations under applicable privacy laws, including, if applicable to you, the European Union General Data Protection Regulation. Requis’ policy is only to retain personal data that is necessary to provide our services, except that we may retain your personal data for longer periods where reasonably necessary to comply with our legal obligations (including law enforcement requests), meet regulatory requirements, resolve disputes, maintain security, prevent fraud and abuse, enforce these Terms, or fulfill your request to “unsubscribe” from further messages from us. This policy applies to personal data that you or others provided to us and personal data generated or inferred from your use of our services. When Requis is the data controller, we will decide how your personal data is processed and for what purposes. For additional information about your rights and your personal data, what data is collected, how it is processed, protected, shared, and how long it is retained, please see the Requis’ Privacy Notice.

Where Requis has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid legal processes, Requis may disclose IP addresses, personal information, and any contents of the Site where it is legally compelled to do so.

We implement a number of security features to help guarantee and ensure to the greatest extent possible that your information is safe. We use industry-standard technologies when transferring and receiving user data exchanged between Requis and third parties to ensure its security. User data may be stored on servers maintained by our third-party partners and subject to their security safeguards which are periodically audited, with certifications from accreditation bodies across geographies and verticals.  All financial transactions are made securely.  Please see Requis’ Privacy Notice for additional information relating to the privacy and security of information collected by us.

9. User Guidelines and User Content

All Users will strictly adhere to the Site’s User Guidelines as updated from time to time, which provide rules of conduct and other guidelines for using the Site.

You are solely responsible and liable for all data, information, and other materials (“User Content”) that you submit, upload, post, e-mail, or otherwise transmit (“Transmit”) in connection with the Site.  In addition, we have no control over and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Site.  IF YOU CHOOSE TO SUBMIT USER CONTENT TO US OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR.

You agree that you will not, and will not permit anyone else to, directly or indirectly:

• Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically, or otherwise objectionable;
• Transmit any User Content: (i) that you do not have the right to transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data;
• Forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Site.

Although we have no obligation to screen, edit or monitor User Content, we reserve the right and have absolute discretion, to remove, screen, or edit User Content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense.

10. Rights in User Content

We do not claim any ownership interest in your User Content.

However, by uploading, posting, or submitting User Content to the Site or to our pages or feeds on third-party social media platforms (e.g., Requis’ Facebook page, LinkedIn page or Twitter feed), you hereby grant Requis a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes, however, Requis will only share personal information that you provide in accordance with our Privacy Notice.

You acknowledge and agree that Company may disclose or use any User Content that you Transmit for purposes that include, but are not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations, or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Requis, its customers or the public.

11. Feedback

Separate and apart from User Content, representatives of Users can submit questions, comments, suggestions, ideas, original or creative materials, or other information about Requis, the Site, or the services (collectively, “Feedback”).  Feedback is non-confidential, and to the maximum extent permitted under applicable law, Requis shall own the Feedback including all intellectual property rights in and to such Feedback, and Requis shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You represent and warrant that you have the right to Transmit all User Content and Feedback and you disclaim (under all legal theories in all applicable jurisdictions) all “moral rights” or other rights with respect to attribution or the integrity of such User Content and Feedback.

12. Linked Sites

We have not reviewed all of the websites linked to the Site and are not responsible for the content of any third-party pages, any other websites linked to the Site, or any products or services offered by third parties linked to the Site.  Nothing in the Site, including, without limitation, any links to other websites, should be construed as an endorsement of any products, services or information of any other persons or companies by Requis.  Your choice to access a link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites.  Requis reserves the right not to link, or to remove the link, to a particular website at any time.  Any links to third-party websites are provided as a convenience to you and are neither owned nor operated by Requis.  We have no control over these linked websites and make no representations or warranties with respect to these linked websites or third-party products or services.  Your viewing and use of any third-party websites are at your sole discretion and at risk.

13. Indemnification

You shall indemnify, hold harmless, and, at Requis’ option, defend Requis from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Requis resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the Site, any User Content that you transmit to or through the Site, any Feedback you provide, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Site or any of its features.  You further agree that Requis shall have control of the defense or settlement of any third-party claims unless Requis exercises its option to require you to defend Requis.  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Requis.

14. Disclaimers

THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS.  TO THE FULLEST EXTENT PERMISSIBLE BY LAW, REQUIS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE SITE.  IN ADDITION, REQUIS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT ANY RESULTS WILL BE ACHIEVED, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

REQUIS DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. REQUIS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. REQUIS DOES NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND REQUIS SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.

15. Limitation of Liability; Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REQUIS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SITE (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, AND LINKS TO THIRD PARTY SITES), OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT OR SERVICE, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM REQUIS, OR FROM EVENTS BEYOND REQUIS’ REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO REQUIS RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF REQUIS ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE EXCEED THE AMOUNT PAID TO REQUIS FOR REQUIS SERVICES IN THE NINETY (90) DAYS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE REQUIS’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

16. Arbitration and Class Action Waiver

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH REQUIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

YOU AND REQUIS AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR THE SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING COMMERCIAL DISPUTES.  Arbitration uses a single, neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than in a court case; and the arbitration process and result is subject to very limited review by courts. In an arbitration you have the right, at your expense, to be represented by an attorney of your choosing.  Arbitrators can award the same damages and relief under these Terms that a court can award under these Terms. You and Requis agree that any in-person arbitral hearing would occur in the United States in Harris County, Texas unless another location in the U.S. is required by law.  Requis further agrees that your filing fee for an arbitration will be capped at the amount set by the American Arbitration Association.  You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Requis are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and the termination of your use of the Site. REGARDLESS OF THE FORUM, YOU AND REQUIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Requis agree otherwise, the arbitrator may not join or consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

17. Modifications to the Site

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Site (or any features or parts thereof) at any time.

18. Special Admonitions for International Use

This Site is hosted in the United States of America.  If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer.  The Site may not be available or suitable for use in all jurisdictions; Users are solely responsible for using the Site in compliance with all applicable laws, rules and regulations and do so at their own risk.

19. Termination and Force Majeure

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Site at any time and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

The following Sections will survive any termination or expiration of these Terms of Use: Sections 4, 5, 7, 10, 11 – 25.

In no event will Requis be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by any circumstances beyond the reasonable control of Requis (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, the passage of a law or any action taken by a governmental or public authority or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

20. Governing Law and Jurisdiction

Requis operates the Site from the State of Texas, in the U.S.A.  These Terms and the transactions they contemplate, including without limitation their interpretation, construction, performance, and enforcement shall be governed by the laws of the State of Texas, U.S.A., including its statutes of limitations, but without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State.  The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to the Site or Services provided by us, shall not apply.  Except as otherwise provided in Section 16 the exclusive forum for the resolution of any dispute relating to these Terms shall be in the state courts in Texas, U.S.A., or the United States District Court for the Southern District of Texas and each of the parties agrees to the personal jurisdiction of such courts with regard to any dispute relating to these Terms, and you agree to service of process on you by e-mail to the address you have submitted on the Site if any, and by any other means permitted by law.

21. Notice

All notices, demands, or consents given by you under these Terms will be in writing and will be deemed given when delivered to Requis at the following contact: legal@requis.com.  Any notices to you may be made via either e-mail or postal mail to the address in Requis’ records or via posting on the Site.  Please report any violations of these Terms to Requis at the contact listed above.

22. Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then to that extent, such term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

23. Procedure for Making Claims of Copyright Infringement

We expect users of the Site to respect the intellectual property rights of others.  If you believe in good faith that any of the content on the Site infringes your copyright, please provide our copyright agent with the written information specified below.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of where the material that you claim is infringing is located on the Site;
3. A description of the copyrighted work that you claim has been infringed;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

Requis’ copyright agent for notice of claims of copyright infringement can be reached as follows:

Requis Inc.
Attn: Chief Legal Officer
21 Waterway Avenue, Suite 300
The Woodlands, Texas 77380 USA
legal@requis.com

24. Miscellaneous

These Terms constitute the entire agreement between you and Requis relating to your access to and use of the Site.  Nothing in these Terms will create any partnership, joint venture, franchise, or employment relationship between Requis and you.  These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Requis.  Requis may assign, transfer or sublicense its rights and obligations without consent.  No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Requis’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

25. Regional Terms and Conditions

Where applicable, the Regional Terms and Conditions apply in addition to Sections 1 to 24 of the Terms.

If there is any inconsistency between Sections 1 to 24 of the Terms and the Regional Terms and Conditions, the Regional Terms and Conditions shall prevail to the extent of any such inconsistency.

(a) Australia

GST

This Section applies to Users who sell Assets located in Australia (“Seller”). Words and expressions used in this Section that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this Section.

Requis and the Seller for the purposes of these Terms enter into a Subdivision 153-B arrangement for GST purposes, whereby:

• The Seller and Requis agree that Requis, on behalf of the Seller, makes supplies to third parties;
• Requis will be treated as making the supplies specified in these Terms to the third parties;
• The Seller will be treated as making corresponding supplies to Requis;
• If the corresponding supply by the Seller to Requis is a taxable supply, the value of this supply is equal to 10/11 of the amount that is payable to the Seller by Requis in respect of the Seller’s supply;
• If the corresponding acquisition by Requis from the Seller is a creditable acquisition, the value of this acquisition is to have the value equal to 10/11 of the amount that is payable to the Seller by Requis in respect of Requis’ acquisition;
• In the case of supplies to the third parties, Requis will issue to the third parties, in Requis’ own name, all the tax invoices and adjustment notes relating to those supplies;
• The Seller will not issue to the third parties any tax invoices and adjustment notes relating to those supplies; and
• The arrangements in this Section will cease to have effect if the Seller or Requis cease to be registered for GST purposes.

All amounts contemplated by these Terms are exclusive of GST. If a party makes a supply under or in connection with these Terms in respect of which GST is payable (including in situations where the 153-B Agreement does not apply), the amount payable by the recipient of the supply is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.