POET Portal Terms of Use

 

Last Updated: April 3, 2024

 

Welcome to https://mypoet.com (the “Site”), an online portal for customers (“Customers”) of bioproducts (and such Customers’ authorized broker(s), as applicable) from certain businesses of POET, LLC and its affiliates (collectively, “POET”), and suppliers, vendors and contractors (collectively, “Vendors”) of goods and services to certain POET businesses . POET businesses using the Site include, without limitation, POET Nutrition, LLC, POET Design and Construction, Inc. and POET Biorefining and Management, LLC. The Site provides POET Customers and their authorized broker(s), as applicable, with access to information regarding theirCustomers’ purchases of POET bioproducts (“Products”), including invoices, bills of lading, and logistics information, and connects Customers with third party payment processing services . The Site also enables Vendors to upload vendor qualification and other commercial documents related to their provision of goods and services to POET. In these POET Portal Terms of Use (“Terms of Use”), Customers, Customers’ authorized broker(s) and Vendors are referred to individually and collectively as “Users” or “you”; individual end users who access the Site are referred to as “End Users”; and documents uploaded, downloaded or otherwise provided to or accessed through the Site are referred to as “Documents”.

 

THESE TERMS CREATE A BINDING LEGAL AGREEMENT BETWEEN YOU AND POET, AND INCLUDE AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THESE TERMS CAREFULLY.

 

You, the POET User who accesses, uses or registers to use this Site, hereby agree to be bound by these Terms of Use.  The individual End User who registers with this Site by clicking on a check box indicating such End User’s and the applicable User’s agreement to these Terms of Use (or otherwise affirmatively continuing the registering process), represents and warrants that such End User has authority to agree to these terms on behalf of the User with which it is associated.  By accessing or using the Site or by registering with this Site, you, the User, and each of your authorized End Users who registers as an authorized End User with this Site, signify that you have read and understand these Terms of Use and that you (both the User and its authorized End Users) agree to be bound by these Terms of Use.  References in these Terms of Use to “you” or “your” refer to the User.

 

This Site is owned and operated by POET (sometimes also referred to herein as “we” or “us”).  The POET Terms and Conditions of Sale (“Terms of Sale”) are incorporated by reference into these Terms of Use.  You acknowledge and agree that your use of this Site is governed by (i) these Terms of Use and (ii) the Terms of Sale. References herein to “these Terms of Use” shall be deemed to include the relevant Terms of Sale, unless expressly provided otherwise. In the event of any conflict between these Terms of Use and the Terms of Sale, the Terms of Sale shall control.

 

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice.  If we do this, we will post a change notice on the log-in page of the Site, and post the revised Terms of Use on this page, and will indicate at the top of this page the date these Terms were last revised. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Use.

 

If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Site.  It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

 

Please read these Terms of Use carefully as they contain important information regarding your legal obligations, remedies, and rights, including various limitations and exclusions.

 

1.  Eligibility and Registration

 

The Site is intended solely for persons who are 18 or older.  Any access to or use of the Site or requests for services through the Site by anyone under 18 is expressly prohibited.  By accessing or using the Site, you represent and warrant that you are 18 or older. 

 

Registered End Users’ use of this Site shall be deemed to be the actions of the applicable User, and End Users use this Site subject to these Terms of Use.  Each End User is responsible for safeguarding his or her password and agrees not to disclose his or her password to any third party.  Unless expressly authorized by POET, you are not permitted to share your POET account information with anyone or allow others to access or use your POET account (other than your authorized End Users). If POET has reason to believe any End User has disclosed his or her password to a third party, or that a User has shared its POET account with a third party or allowed a third party to access its account, POET may suspend or terminate such End User access credentials and/or POET account.

 

Each End User must provide accurate, current and complete information during the registration process and update such information to keep it accurate, current and complete. Each End User agrees to provide us with their e-mail address, which POET will attempt to match with existing User information in our systems.  Each End User understands and agrees that we may request additional registration, including name and phone number and employer information, if we do not have this information already associated with that End User’s e-mail address. 

 

2.  Payment Terms

 

Use of the Site is free of charge. All amounts payable for Products shall be subject to the terms and conditions set forth in the Terms of Sale.

 

3.  User Representations and Warranties

 

Each time you use the Site, access, view, request, provide or receive Documents through the Site, or pay invoices through the Site, you attest, represent and warrant to POET that you have the authority to agree to these Terms of Use (including the authority to access, view, request, provide and receive Documents and to issue or pay invoices on behalf of the applicable Customer or Vendor) and have the necessary rights to perform your obligations hereunder.

 

4.  Proprietary Rights in the Site and Content

 

All content on the Site, including Documents issued or provided by POET (but excluding Documents provided by Vendors), designs, computer code, text, graphics, and other works and their selection and arrangement (collectively, the “Site Content”) are the proprietary property of POET or its licensors.  No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without our prior written permission.  You are granted a limited license to access and use the Site and the Site Content in accordance with these Terms of Use, including any User areas to which you have properly gained access, solely to allow you to request, receive, submit pay and otherwise process Documents.  You may not upload or republish Site Content on any Internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited.  Such license does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods.  Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights.  

 

5.  Privacy and Security

 

You agree that you have read, understood and accept the terms of this Site’s Privacy Policy, located at https://poet.com/privacy.  This policy governs the collection, use and sharing of personal and non-personal information from you when using the Site. We maintain commercially reasonable physical, electronic, and procedural safeguards and personnel policies that are designed to guard the Site, our systems and our Users’ personal information, in accordance with our Privacy Policy.

 

You understand that your information (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

 

6.  Third Party Sites and Services

 

The Site may contain links to other websites that are not under the control of POET or this Site.  The inclusion of any link does not imply endorsement by us of such site or service and we are not responsible for the content of such linked sites.  If you decide to leave the Site and access a third party website, you do so at your own risk and you will be subject to the terms of service governing that site.

 

All payments processed through this Site shall be made in United States dollars and will be paid directly to our third party payment processor. All information that you provide to our third party payment processor must be accurate, current and complete.

 

7.  Termination

 

You may terminate your POET account or any of your End Users’ access thereto at any time mypoet@poet.com.  You agree that we may, with or without cause, immediately terminate your POET Account and access to this Site, including terminating your ability to request, receive, provide and pay Documents, without prior notice.  Without limiting the foregoing, the following may lead to a termination by POET of a User’s POET account and use of the Site: (a) any breach or violation by you of these Terms of Use (including your representations and warranties hereunder) or other agreements with us or breach of guidelines we promulgate from time to time with respect to use of this Site; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated cancellation); (d) unexpected technical issues or problems; and (e) extended periods of inactivity.  Upon any termination of your POET account or access to the Site, you agree (i) to immediately stop using the Site, (ii) that the license and rights provided by us under these Terms of Use shall end, and (iii) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of or for termination of access to your POET account.  These Terms of Use shall survive with respect to your previous access to and use of the Site.

 

 

8. Disclaimer of Warranties

 

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ACCESS TO AND USE OF THE SITE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM POET OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, POET DOES NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SITE.

 

FEDERAL LAW, SOME STATES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

9. Limitation of Liability

 

UNDER NO CIRCUMSTANCES SHALL POET, OR ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING DAMAGES OR LOSS OF A “COMMERCIAL” NATURE SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE.  IT IS EXPRESSLY AGREED THAT THE AGGREGATE LIABILITY OF POET (AND ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) WITH RESPECT TO ANY CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY) OR OTHERWISE, ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE SITE, OR THE PURCHASE DOCUMENTS, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

 

 

 

10.  Indemnification

 

You agree to defend, indemnify and hold harmless POET and its respective directors, officers, employees and agents, from and against any claims, damages, liabilities, costs and expenses (including attorneys’ reasonable fees) arising out of any actual or threatened claim by any third party based on your breach of these Terms of Use, (including your representations and warranties hereunder), negligence or willful misconduct.

 

11.  Your Conduct

 

You may not use any robot, spider, scraper, automated scripts or other automated means to access the Site or content or services provided on the Site for any purposes.  You may not post content on the Site that contains any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.  You shall not attempt to make the Site unavailable through denial-of-service attacks or similar means or use the Site in a manner that could damage, disable, or impair the Site.

 

12.  User Notices

 

You agree that we may send notices to you by email at the email address you provide when registering or applying for registration (or which you later update using the functionality of the Site).

 

13.  Comments and Suggestions

 

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the service provided on the Site (“Comments”), provided by you to POET are non-confidential and that POET shall be entitled to the unrestricted use and dissemination of these Comments for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

14.  Disputes and Governing Law

 

In the event of any dispute arising under or in any way connected with the Site or you use of the Site, you agree to cooperate fully and to provide any documentation or other information we reasonably request.

 

These Terms of Use shall be governed by the laws of the State of South Dakota, without regard to its choice of law rules, and the applicable federal laws of the United States of America.  

 

You and POET each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in South Dakota, unless you and POET agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall not include costs of arbitration, attorneys’ fees or other costs and fees; each party shall bear its own costs, except that a party may seek to recover fees and costs pursuant to JAMS rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing POET from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, confidential information, intellectual property rights or other proprietary rights.

 

15. Class Action/Jury Trial Waiver

 

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE USER’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND POET ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

 

16.  Miscellaneous Terms

 

POET may assign these Terms of Use at any time to a subsidiary or parent company or to a successor to its business as part of a merger or sale of substantially all of its assets, stock or business to which these Terms of Use relate.  You may not assign, delegate or transfer these Terms of Use or any of your rights or obligations hereunder.  These Terms of Use will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. 

 

No party shall use the name of the other in connection with any products, promotions or advertising without the prior written approval of the other, except that we may use your name to identify you as a POET Customer, authorized broker of a POET Customer or Vendor on the Site as contemplated under these Terms of Use.

 

The Site is controlled and operated from facilities in the United States. POET makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

 

If any provision of these Terms of Use is held to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.

 

These Terms of Use (including the Terms of Sale), together with the Privacy Policy, constitute the entire agreement between you and POET regarding the use of the Site and the content and services provided on the Site, superseding any prior agreements between you and POET relating to the subject matter hereof.  The failure of POET to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in any instance.  

 

In no event will POET be liable for any failure to comply with these Terms of Use to the extent that such failure arises from factors outside POET’s reasonable control.  These Terms of Use may be executed electronically, and your electronic assent, or use of the Site or request for Documents through the Site, shall constitute execution of these Terms of Use.  You agree that the electronic text of these Terms of Use constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.  As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.  Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of these Terms of Use.

 

For any questions or comments, or to report violations of these Terms of Use, please contact us at mypoet@poet.com.