PLEASE READ THESE TERMS CAREFULLY.
Our Terms of Service is a contract that governs Your use of the Service either as a Supplier or Customer. It consists of the following documents:
Privacy Policy
We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Service, You are agreeing to these terms. We update these terms periodically.
Definitions
- Agreement means these terms and all materials referred or linked to herein, unless otherwise stated.
- Anonymous Data mean non-personally identifiable information provided by You during the course of the Service including, but not limited to model numbers, pricing, specifications, and lead times.
- Confidential Information means all confidential information disclosed by Disclosing Party to the other Receiving Party, whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party’s customers and potential customers, past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
- Customer means any individual or legal entity that utilizes the Service as a customer.
- Disclosing Party means the party who discloses Confidential Information to the Receiving Party.
- Feedback means feedback, comments, or suggestions concerning the Service.
- Receiving Party means the party receiving Confidential Information from the Disclosing Party.
- Service means our software as a service platform that enables Users to compare quotes and lead times from suppliers, secure flexible payment options and financing, and make products accessible to willing buyers.
- Subscription Fee means the amount You pay for the Service.
- Subscription Period means the term of Your subscription to the Service.
- Supplier any individual or legal entity that utilizes the Service as a supplier.
- User means Your employees, contractors and other third parties You authorize to access the Service.
- You, Your, or Customer means a Supplier or Customer
Accounts
Set Up. To use the Service, You need to set up a Ply account and pay the applicable Subscription Fee. During the setup process, You will be required to provide information such as Your name, email address, and contact details. Any information You provide during setup is subject to our Privacy Policy. We may choose to, but are not obligated to, conduct additional identification and background verification of Users as permitted by applicable law. As a condition of using the Service, You agree to cooperate with any such additional verification procedures we reasonably request. If You are a Supplier, You must follow our application process for Suppliers.
Provisioning. After setting up Your account, You will be able to: (i) link Your business operational software (field service management), bank account(s), and accounting software, (ii) generate an RFQ (request for quote) with the ability to generate and manage a materials request, (iii) interact with Your dedicated buyer via in-app chat, SMS, email, or phone, (iv) receive material request quotes from suppliers, (v) pay for or request financing for material request quotes, (vi) manage and search materials within Your business’s materials catalog, and (vii) manage User permissions.
Free Accounts. From time to time, we may offer free accounts for testing or evaluation purposes. However, these free accounts may not include all the features available in paid accounts. They are subject to the limitations described in this Agreement and may change as implemented by us from time to time.
Financial Providers. If You choose to work with one of our financial providers, Your relationship with that financial provider will be governed by the terms and conditions of Your agreement with them. We disclaim any liability for any actions or inactions of the financial provider, including but not limited to any issues arising from Your agreement with them.
Use of service
Access. During the Subscription Term, we will provide Your Users access to use the Service as described in this Agreement. The rights granted to You in this section are limited, revocable, non-exclusive, non-sublicensable and non-transferable. You must ensure that all access, use and receipt by Your Users is subject to and in compliance with this Agreement.
Restrictions. Except as otherwise expressly permitted in this Agreement, You will not, no shall You allow Your Users to: (a) reproduce, modify, adapt or create derivative works of the Service; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Service to a third party; (c) use the Service for the benefit of any third party; (d) incorporate any Service into a product or service You provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Service intended to limit Your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Service; (h) use the Service for competitive analysis or to build competitive products; (i) input any infringing, racist, hateful, sexist, pornographic, harassing, defamatory, libelous, or other similar inappropriate content into the Service, (j) share login access to the Service among multiple individuals, transfer a User license (except in connection with a termination of employment), or otherwise permit any person other than the Users to use the Service; (k) permit any individual who is legally incapable of giving consent for the use of the Service or the collection and processing of their data to use the Service; or (i) encourage or assist any third party to do any of the foregoing.
Violation of Restrictions. If We determine that You or any of Your Users have violated the restrictions set forth in this section, and if such violation is remediable, We will notify You of the violation. You will have ten (10) days to cure the violation. If the violation is not cured within this period, We may terminate or suspend access to the Service for you or the relevant users. Additionally, we may remove or edit any inappropriate content or activity identified by us or reported to us.
Non-Circumvention. To ensure the Service is used properly, You agree that if You had no prior business relationship before connecting through the Service, You will not solicit, provide, obtain, or arrange similar Service outside the Service for sixty (60) days from the date You first identify each other through the Service. This restriction prohibits direct or third-party dealings. If violated, You each agree to pay us seven percent (7%) of the gross transaction value of any such transaction during the sixty (60) day period as liquidated damages. This amount is fair and reasonable considering the value of the Service provided to us.
Fees
Fees. You will pay the applicable fees for the Service. All fees are payable in United States Dollars. Any future incremental add-ons or renewal orders after the initial subscription period will be subject to the subscription standard price in effect at the time of purchase. If you are late in making payments, we reserve the right to charge the greater of 1.5% interest per month or the maximum interest permitted by law, and you will be liable for all third-party collection costs.
Taxes. The fees are stated exclusive of all federal, state, local, and foreign taxes, levies, and assessments of any nature, including value-added, use, or withholding taxes. You agree to bear and be responsible for paying all such taxes, levies, and assessments imposed on You arising out of this Agreement, excluding any tax based on Our income, gross receipts, business and occupation tax, and employment-related taxes. If tax withholding is required, You will pay the required amount to the relevant governmental authority, provide Us with a withholding tax certificate, and remit the residual amount to Us.
Term and termination
Term. Your Subscription Term will be specified in your order for the Service. If there are no active subscriptions to the Service, either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party.
Early Cancellation. You may choose to cancel Your subscription to the Service early at Your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and You will promptly pay all unpaid fees due through the end of Your Subscription Term.
Termination for Cause. Either party may terminate this Agreement for cause, as to the Service: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors. Either party may terminate this Agreement, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
Suspension for Non-Payment. We will provide You with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend Your access to the Service ten (10) days after such notice. We will not suspend the Service while You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Effect of Termination or Expiration. Upon termination or expiration of this Agreement, You will stop all use of the Service. If You terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, You will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
Your data
Generally. You agree that We may process data as necessary for: (i) storage and processing in accordance with the Agreement and applicable Order Form(s); (ii) processing initiated by Users in their use of the Service; and (iii) processing to comply with other documented reasonable instructions provided by You, where such instructions are consistent with the terms of the Agreement. Our access and use of data are subject to Our Privacy Policy. If You are subject to data privacy law, You agree to request a data protection agreement from Us before providing any personal data to Us. You are solely responsible for ensuring the legality of the personal data and the means by which You acquired it, including providing legally adequate notices to and obtaining any necessary consent from Your employees, agents, or third parties to whom You extend the benefits of the Service.
Anonymous Data. You acknowledge that using the Service requires Anonymous Data in order to build and maintain Our data modeling algorithms, databases, and models. To that end, you grant Us a non-exclusive, irrevocable, worldwide, royalty-free, perpetual right and license to use, process, store, display, manipulate, disclose, copy, modify, append, create derivative works of, and sublicense such Anonymous Data for data modeling, business purposes, other legally permissible purposes (including for generating insights, product and service improvements, and new product and service development). This license will survive the expiration or termination of this Agreement.
Confidentiality
Generally. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some elements of the Company Platform), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.
Publicity and feedback
Publicity. You grant us the right to add Your name and company logo to our customer list and website with written permission.
Feedback. If You give Us Feedback, You hereby assign to Us all right, title, and interest in and to Feedback and We are free to use the Feedback without payment, attribution, or restriction.
Indemnification
Your Obligations to Us. You agree to release, indemnify, and hold us and our officers, directors, employees, and agents harmless from any and all losses, liabilities, damages, fines, penalties, expenses (including reasonable attorneys’ fees and costs), rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any content you upload to or obtain from the Service, your connection to the Service, actions or inactions of the financing provider based on activity and/or your conduct, your violation of this Agreement, your violation of any rights of another, or your violation of applicable law. Further, if you engage with a financing provider: (i) you represent and warrant to us that you will comply with all the requirements of the financing provider agreement and that you are solely responsible for your financing provider account activity; and (ii) you shall indemnify, defend, and hold us and our officers, directors, employees, and agents harmless from and against any and all refunds, reversals, losses, liabilities, damages, fines, penalties, expenses (including reasonable attorneys’ fees and costs) arising from or related to your financing provider agreement or activity. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Our Obligations to You. In the event a court of competent jurisdiction makes a determination that the Service infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or trademark, or if we determine that the Service likely infringes or otherwise violates such third party’s foregoing intellectual property rights, we, at our sole option and expense, will: (a) modify the allegedly infringing or violating portion of the Service so as to make it non-infringing and non-violating; (b) replace the allegedly infringing or violating Service, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (c) obtain the right for You to continue using the allegedly infringing or violating portion of the Service; or (d) revoke the license to the allegedly infringing or violating Service and provide a pro-rata refund to Customer for all fees prepaid for the Service and not yet earned by us. The remedies set forth in this section shall be your sole and exclusive remedy in the event of a claim of third-party infringement.
Procedure. The indemnifying party’s obligations under this section will be subject to the indemnified party providing the indemnifying party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the indemnifying party’s sole cost and expense), and granting the indemnifying party control over the defense and settlement of the same. The indemnifying party will have the right to consent to any settlement or judgment that is binding upon the indemnifying party.
Service levels
Availability. We strive to make the Service available 24/7 but do not guarantee its availability. We are not obligated to provide maintenance, technical support, or updates. We may suspend your account if your use disrupts or negatively impacts our Service or other customers’ use of it.
Warranties and disclaimers
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF THE SERVICE, WILL MEET YOUR EXPECTATIONS.
Limitation of liability
Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. SOME JURISDICTIONS DON’T ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
Direct Damages. YOU AGREE THAT OUR AGGREGATE LIABILITY TO YOU WILL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00) OR A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. ANY CLAIMS MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FROM THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.
Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THIS AGREEMENT, YOU SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Sanctions and export law
Generally. You warrant that You (as an individual or as a representative of any entity on whose behalf You use the Service) aren’t located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes (such as Cuba, Iran, North Korea, Sudan, Syria, or the Crimea, Donetsk, or Luhansk regions). You also warrant that You aren’t a person or entity who is named on any U.S. government specially designated national or denied-party list.
Notification. If You become subject to such a restriction during the term this Agreement, You will notify us within twenty four (24) hours, and we will have the right to terminate any further obligations to You, effective immediately and with no further liability to You (but without prejudice to Your outstanding obligations to Us.
Restrictions. You may not access, use, export, re-export, divert, transfer, or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of any United States and other applicable country export control and trade sanctions laws, rules and regulations. You agree not to upload any content or technology (including information on encryption) whose export is specifically controlled under such laws.
Dispute resolution
Generally. We are committed to using its best efforts to resolve disputes with our Users, without the need for a formal legal claim to be filed. If an issue arises between us, You and we agree to first work diligently and in good faith to reach a resolution that’s fair and equitable to both sides using the mandatory informal dispute resolution process described below. On occasion, a third party may be necessary to help resolve our dispute. This dispute resolution agreement limits how these disputes can be resolved.
Binding Arbitration. WE AGREE THAT ANY AND ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICABILITY, BREACH, THAT ARE NOT RESOLVED INFORMALLY MUST BE ADDRESSED SOLELY IN SMALL CLAIMS COURT OR BY BINDING INDIVIDUAL ARBITRATION AND AGREE TO WAIVE THE RIGHT TO A JURY TRIAL AND TO FILE A CASE IN ANY OTHER COURT.
No Class Action. WE FURTHER AGREE TO BRING CLAIMS AGAINST EACH OTHER IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING WHETHER IN COURT OR IN ARBITRATION.
Other Disputes. Disputes raised but not resolved through the mandatory informal dispute resolution process can be brought in small claims court in: (a) New York, New York; or (c) another place we both agree on. We each waive the right to bring any dispute between us, in courts other than small claims court, including courts of general or special jurisdiction.
Miscellaneous
Entire Agreement. This Agreement constitutes the entire agreement between us and governs Your use of the Service, superseding any prior agreements between us with respect to the Service.
Governing Law. This Agreement will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in or for New York, New York.
Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, You nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
Notice. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Assignment. You may not assign or transfer this Agreement. We may assign this Agreement to another company or person without restriction. Nothing in this Agreement confers any right, benefit, or remedy on any third-party person or entity. You agree that Your account is non-transferable and that all rights to Your account and other rights under this Agreement terminate upon Your death.
Force Majeure. We will not have any liability to You for any, or be deemed to be in default for any, delay or failure to perform any act under this Agreement resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, terrorism, war, accidents, fires, explosions, earthquake, flood, failure of transportation, pandemic, strikes or other work stoppages, or any other cause beyond its reasonable control.
Sections. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to You may be made via either email or regular mail. The Service may also provide notices to You of changes to this Agreement or other matters by displaying notices or links to notices generally on the Service.
Last updated: May 29, 2024
Ply Financial, Inc.
134 Charles St.
New York, NY 10014
