OneMarket® Terms and Conditions

LogicSource® and OneMarket® are registered trademarks of LogicSource, Inc.

1. Acceptance. These Terms of Use (the/these “Terms”) describe the terms and conditions applicable with the access and use of the OneMarket® platforms and services which may include any and all of the following: OneMarket® Sourcing, OneMarket® Contracts, OneMarket® Portfolio, OneMarket® P2P, and OneMarket® Insights (the “Services”) and are by and between LogicSource, Inc. (“LogicSource”) and the individual or entity accessing or using the Services (“you” or “your”). This OneMarket® platform (the “Platform”) is the property of LogicSource. Your access and use of the Services and Platform shall be deemed acceptance of the Terms. BY ACCESSING OR USING THE SERVICES, YOU (A) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF YOU ARE ACCEPTING THIS ON BEHALF OF AN ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE ENTITY AND BIND THE ENTITY. IF YOU DO NOT AGREE TO THE TERMS, WE WILL NOT AND DO NOT LICENSE AND PROVIDE THE SERVICES TO YOU.  YOUR USE OF AND ACCESS TO THE SERVICES IS SUBJECT TO OUR PRIVACY POLICY, WHICH IS AVAILABLE HERE: https://logicsource.com/onemarket-privacy-policy/.  BY ACCESSING OR USING THE SERVICES, YOU AGREE THAT WE CAN COLLECT AND USE INFORMATION FROM YOU IN ACCORDANCE WITH OUR PRIVACY POLICY AND THESE TERMS.  LogicSource reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms and/or the Services at any time. It is your responsibility to check the Terms periodically for changes. Your continued use of the Services and Platform following the posting of changes will mean you accept and agree to the changes.  Full use of the Services is dependent upon your use of adequate and compatible internet access, software and hardware.  You are responsible for securing such access, software and equipment, and your failure to do so could affect your access to, and the functioning of, the Services.
2. Eligibility. Only registered users may access and use the Services (“Users”). Once registered, the registered profile shall become part of the OneMarket® supplier database. Registration is at the sole and absolute discretion of LogicSource.
3. Access and Use. Subject to your strict compliance with these Terms, LogicSource hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely on compatible devices owned or otherwise controlled by you. You shall not use the Services for any purposes beyond the scope of the access granted in these Terms. Unless otherwise expressly permitted herein, you shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (vi) use the Services for purposes of competitive analysis of a competing product or service or any other purpose that is to LogicSource’s competitive disadvantage.
4. Confidentiality.
   1. General. Your access to and interaction with the Services is subject to monitoring by LogicSource at all times to ensure proper functioning, to prevent unauthorized use and violations of laws and regulations, to deter criminal activity, and for other business purposes. You acknowledge that when you use the Services, LogicSource may use automatic means (including, for example, cookies and web beacons) to collect information about your use of the Services, in accordance with LogicSource’s Privacy Policy. LogicSource agrees to use reasonable efforts to hold the data input into Platform as confidential and to avoid disclosure, except as needed to allow your use of the Services, ensure fraud protection and data integrity, perform aggregated and anonymous analytics, comply with applicable law, and otherwise perform the Services.  By using and providing information through use of the Services, you consent to all actions taken by LogicSource with respect to such information in compliance with LogicSource’s applicable policies and applicable law.
   2. Third-Party Information. The Services and Platform facilitates interaction between Users which will result in the sharing of other Users’ confidential information. By using the Services and Platform, Users agree to treat all information accessed and used as confidential. Users shall have the opportunity to request removal from any databases and to review and update their information collected as they deem necessary. LogicSource’s Privacy Policy governs a User’s use of the Services and Platform and is incorporated in these Terms by reference. The Privacy Policy explains what information is gathered by Users, and how it is used and retained. Through use of the Services and Platform, Users consent to the collection and use of the information submitted to the Platform, subject to the terms of the Privacy Policy. LogicSource reserves the right to provide User account information, including email, to third parties as required by law. Further, you acknowledge and agree that LogicSource is not responsible or liable for any content, data, information or other materials posted, displayed, or otherwise made available to you through the Services by other users (“Third Party Materials”), including without limitation, the accuracy, completeness, timeliness, validity, legality quality or any other aspect thereof.  Third Party Materials are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such Third Parties’ terms and conditions, if any.
   3. LogicSource Information. All LogicSource information related to processing, technology and interface, and any notices or updates are proprietary and confidential information to LogicSource. Users agree not to share any such information with third parties without LogicSource’s prior written consent.
   4. Exceptions. Confidentiality obligations, as set forth in this section, shall not apply to information that is: (a) already known to a party prior to disclosure by the other party; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed by the receiving party without the use of the other party’s confidential information; or (e) is disclosed by a party with the other party’s prior written approval.
5. Registration Obligations. Information provided before, during, and after registration must be accurate. Users shall remain solely liable for any and all information provided in the course of using the Services and Platform. Company names must be the formal legal entity associated with the Tax ID and/or DUNS numbers and place-of-business address provided during registration. All information must be updated by User on an as-needed basis, but not less frequently than promptly after any such change occurs. Users are responsible for the security of all User names, passwords, and registration information and are solely responsible for all uses of the Services through, and all other activity associated with, their account. LogicSource is not liable for any damage or injury caused by your failure to keep your account information confidential.
6. Security: LogicSource agrees to use industry-standard security methods to protect the Services and Platform.
7. System Integrity. Users agree not to knowingly: (a) disrupt or attempt to disrupt the Services or Platform, (b) post or transmit any unlawful, fraudulent, libelous, obscene, or harassing content in the Services and Platform, (c) post or send on the Services or Platform any content that contains viruses, bugs, trojan horses, or other damaging items, and (d) post or send any infringing materials or items on the Services or Platform. Further, Users understand and agree that LogicSource cannot and does not guarantee or warrant that any content will be free from those items listed in Section VII(c).
8. Intellectual Property Rights and Data. As used herein, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. You acknowledge and agree that access to the Services are provided under license, and not sold, to you.  You do not acquire any ownership interest in the Platform or Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted herein, and subject to all terms, conditions and restrictions, under this Agreement.  As between You and LogicSource, LogicSource reserves and shall retain all rights, title and interest in and to the Services and Platform and all Intellectual Property Rights arising out of or relating to the Services and Platform, except as expressly granted to you in this Agreement.  The contents of the Services and Platform, except Users’ data, are the intellectual property of LogicSource and are copyrighted and protected by applicable copyright laws. LogicSource grants Users a non-exclusive, non-transferrable license during the Term to print and download content on the Services and Platform solely for Users’ noncommercial use; provided, however, that all copyright notices must remain visible on all such copies and downloads. Any copies and downloads shall not be transmitted to any third parties or displayed on any other website or system.  Notwithstanding anything to the contrary in this Agreement, LogicSource may monitor your use of the Services and collect and compile Aggregated Statistics (as defined below). As between LogicSource and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by LogicSource. You acknowledge that LogicSource may (i) compile Aggregated Statistics based on your data input into the Services; (ii) make Aggregated Statistics publicly available in compliance with applicable law, and (iii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your confidential information.  “Aggregated Statistics” means data and information related to your use of the Services that is used by LogicSource in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
9. Warranty and Disclaimer.
   1. LogicSource warrants it has the full right to provide the Services and Platform to Users and to grant the rights herein.
   2. LogicSource warrants that the Services and Platform shall materially comply with all specifications set forth on applicable documentation provided by LogicSource. If a User determines that LogicSource has breached this warranty, User may send a notice outlining the breach in reasonable detail. If LogicSource determines a breach has occurred and fails to cure such breach within a reasonable period of time using commercially reasonable efforts, User’s sole and exclusive remedy shall be a termination of the nonconforming Services and/or Platform and a pro-rated refund of any pre-paid fees. This warranty shall not apply in the case where User’s own misuse, alteration, accident, or other action or inaction was the cause of the nonconformity. This warranty applies only to those Users who have paid a to use the Services and/or Platform.
   3. OTHER THAN THE EXPRESS LIMITED WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH LOGICSOURCE EXPRESSLY DISCLAIMS. LOGICSOURCE EXPRESSLY DISCLAIMS THAT (I) THE SERVICES WILL USER’S REQUIREMENTS, AND (II) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. LOGICSOURCE DOES NOT WARRANT OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION DESCRIBED WITHIN OR DERIVED FROM THE SERVICES.
   4. LIMITATION OF LIABILITY. IN NO EVENT SHALL LogicSource OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY KIND UNDER ANY THEORY OF LAW OR EQUITY, WHETHER OR NOT USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DIRECT DAMAGES SHALL BE CAPPED AT THE AMOUNTS PAID BY USER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT FROM WHICH LIABILITY AROSE.
10. Indemnity: Users agree to indemnify and hold LogicSource, its officers, directors, shareholders, employees, agents, and affiliates harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees) made against LogicSource by any third party due or arising out of or in connection with a User’s use of the Services or Platform, your breach of these Terms, or the information you input into the Services. LogicSource reserves the right to assume control of the defense of any third party claim that is subject to your indemnification, in which case you will cooperate with LogicSource in asserting any available defenses.
11. Governing Law; Dispute Resolution. Users agree that all matters relating to access to and use of the Services, including all disputes, will be governed by the laws of New York. Users agree to personal jurisdiction by and venue in the state and federal courts of New York, New York, and waive any objection to such jurisdiction or venue. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In the event of any controversy or dispute between User and LogicSource, the parties agree to attempt to resolve any controversy or dispute in good faith prior to taking any legal action.
12. Term and Termination. These Terms shall be effective upon your use or access of the Services as described above and shall remain in effect until terminated as provided herein (the “Term”). LogicSource may terminate these Terms immediately and without notice if LogicSource ceases to support the Platform or provide the Services, which LogicSource may choose to do in its sole discretion. These Terms may terminate immediately and automatically without notice if you violate these Terms.  Users may terminate these Terms at any time, for any reason, by notifying LogicSource. Any dissatisfaction with the use and access of the Services or Platform shall be remedied exclusively by terminating these Terms and removing access from the Services and Platform. If a User cancels, LogicSource shall not refund any prepaid fees (where applicable). Upon termination of these Terms for any reason, the licenses granted hereunder shall immediately terminate, and you shall cease using the Platform and Services. Any terms that by their nature are designed to survive termination shall so survive including without limitation Sections IV, VIII, IX, X, XI, XII and XIV.
13. Updates. LogicSource may from time to time develop and provide Services updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”).  Updates may also modify or delete in their entirety certain features and functionality of the Services.  You agree that LogicSource has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Services.
14. Miscellaneous. These Terms constitute the sole and entire agreement between you and LogicSource with respect to the subject matter contained herein.  You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under these Terms, without LogicSource’s prior written consent. No waiver or amendment of any of the provisions hereof shall be effective unless explicitly set forth in writing.