Terms of Use

THESE TERMS OF USE (THESE "TERMS OF USE") GOVERN YOUR (THE "USER" OR "YOU") USE OF THIS POWER BUYER SERVICE WEBSITE (THE "WEBSITE") PROVIDED BY GEMSA LOAN SERVICES, L.P., d/b/a POWER BUYER SERVICE ("Power Buyer Service," "We" or "Our"). YOUR USE OF THE WEBSITE CONFIRMS YOUR ACCEPTANCE OF THESE TERMS OF USE. THESE TERMS OF USE ARE SUBJECT TO CHANGE BY POWER BUYER SERVICE AT ANY TIME IN ITS DISCRETION. YOUR USE OF THE WEBSITE AFTER SUCH CHANGES ARE IMPLEMENTED CONFIRMS YOUR ACCEPTANCE OF THE CHANGES

  1. Scope The purpose of the Website is to provide You information regarding the Power Buyer Service program as more fully described in the Website (the "Program"), including information regarding the Program’s participating vendors ("Vendors") and to provide You with the opportunity to participate in the Program. Participation in the Program, including access to certain portions of the Website, is available only to users who have registered with the Website by completing the appropriate registration process and accepting Power Buyer Service’ Registration Agreement. These Terms of Use are incorporated by reference into the Registration Agreement. These Terms of Use also govern the "public" parts of the Website that are available to users who have not registered with the Website.

  2. Power Buyer Service Our goal is to make You a satisfied user of the Program. We want Your experience to be a positive one. Upon entering and using the Website, You may be prompted to disclose certain information about Your company and its service or product requirements. When You enter a request for information from or a request for referral to a Vendor or the Program, You expressly consent to being contacted by Power Buyer Service and by the Vendor that we refer Your inquiry or request to, according to the contact information that You have provided. For further information on how We use information that We collect, please refer to Our Privacy Policy. You promise that all information that You provide will be accurate. It is up to You to determine whether or not to participate in the Program, including whether to place an order for products or services with any Vendor. Although We take steps to determine the qualifications of the Vendors, We do not guarantee or warrant the products or services that they may offer to You. We do not have any involvement with any contract that You may enter into with any participating Vendor, and We do not guarantee or otherwise warrant the performance, outcome or quality of the products or services. Should You have any dispute with any Vendor, You must address such dispute to the Vendor directly. Power Buyer Service shall have no responsibility for resolving any disputes between You and any Vendor.

  3. Permitted Use Power Buyer Service grants You a nonexclusive, nontransferable, limited, revocable right to use the Website solely for Your internal business purposes. The Website is not intended for consumer or household purposes. You will not use the Website for any other purpose that is inconsistent with the Program. Your access to the Website may be terminated at any time and for any reason. You will not and will not authorize any other party to (i) Co-brand the Website, (ii) frame the Website, (iii) hyper-link to the Website or (iv) run any third party ad server software while viewing the Website, without the express prior written permission of an authorized representative of Power Buyer Service. In these Terms of Use, "co-branding" means to display a name, logo, trademark or other means of attribution or identification of any party in a manner that is reasonably likely to give the impression that such other party has the right to display, publish or distribute the Website or content accessible within the Website, "framing" means to display the Website on the same screen with a portion of another website and "third party ad server software" means software from a third party that causes advertisements to appear while You are viewing the Website. You agree to cooperate with Power Buyer Service in causing any unauthorized co-branding, framing or linking to immediately cease and to disable any third party ad server software while viewing the Website. Operators of other websites may not maintain links to this Website without Power Buyer Service’ prior written consent. Power Buyer Service reserves the right to prohibit other websites from linking to this Website.

  4. Proprietary Information The content accessible within the Website (the "Content") is the proprietary information of Power Buyer Service or the party that provided the Content to Power Buyer Service, and Power Buyer Service or the party that provided the Content to Power Buyer Service retain all right, title and interest in the Content. Accordingly, You will not reproduce, transmit, publish or distribute such Content without the express written consent of Power Buyer Service, except that You may print out a copy of Content solely for Your personal use. In doing so, You will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark or any other proprietary notice or legend appearing on any of the Content.

  5. Links The Website will provide You with access to a variety of sources of content through the Internet, including links that will take You from the Website to other websites, including without limitation websites of Vendors. The linked websites are not under the control of Power Buyer Service, and We are not responsible for the content of any linked website or any webcasting or other links associated with such linked websites. Power Buyer Service is providing these links “as is-where is” without warranty of any kind, and the inclusion of the links does not imply endorsement by Power Buyer Service of the linked website or the content thereof. Power Buyer Service has made no effort to verify the accuracy or suitability of any information contained in any such sources. Accordingly, Power Buyer Service will have no liability or responsibility whatsoever for any content contained within any such sources. You acknowledge and agree that You access, use and rely upon such content at Your own risk.

  6. Disclaimers You acknowledge that Power Buyer Service does not own, operate, control or endorse any of the products or services offered by Vendors. You also understand that Power Buyer Service cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of infection, viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data. Power Buyer Service does not assume any responsibility or risk for Your use of the Internet. All of the information in the Website, whether historical in nature or forward-looking, speaks only as of the date the information is posted on the Website, and Power Buyer Service does not undertake any obligation to update such information after it is posted or to remove such information from the Website if it is not, or is no longer, accurate or complete.

    7. THE WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. POWER BUYER SERVICE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IN CONNECTION WITH YOUR USE OF ANY PRODUCTS OR SERVICES OF VENDORS, AND INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. POWER BUYER SERVICE DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. POWER BUYER SERVICE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND POWER BUYER SERVICE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT POWER BUYER SERVICE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ITS CONTENT. POWER BUYER SERVICE MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

  7. Limitation on Liability POWER BUYER SERVICE AND ITS AFFILIATES, PARTNERS, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS AND CONTRACTORS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF POWER BUYER SERVICE AND ITS AFFILIATES, PARTNERS, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS AND CONTRACTORS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE SUM OF $100.00. YOU HEREBY AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF THE WEBSITE AND PARTICIPATION IN THE PROGRAM MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED.

  8. Indemnity YOU WILL INDEMNIFY AND HOLD POWER BUYER SERVICE AND ITS AFFILIATES, PARTNERS, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS AND CONTRACTORS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, (THE "INDEMNIFIED PARTIES") HARMLESS FROM ANY CLAIMS ARISING FROM (a) ANY BREACH OF THESE TERMS OF USE OR A REGISTRATION AGREEMENT (IF APPLICABLE) BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE, (b) YOUR USE OF THE WEBSITE OR ANY INFORMATION ACCESSED FROM THE WEBSITE AND (c) YOUR PARTICIPATION IN THE PROGRAM. YOU AGREE THAT THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH MATTER, AND AGREE TO INDEMNIFY ANY AND ALL RESULTING LOSSES, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES AND ATTORNEYS’ FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH.

  9. Interactive Features Information posted on or accessible through links (to other websites) made available on the Website is supplied by third parties and other users unless Power Buyer Service or its authorized representative identifies itself as the Content provider. Any opinions, advice, statements, services, offers or other information or Content expressed or made available by third parties, including without limitation any other user, are those of the respective authors and not of Power Buyer Service, and Power Buyer Service shall have no liability therefore. You will not post, send, submit, publish or transmit in connection with the Website any material that:

    • is defamatory or libelosus;
    • You do not have the right to post, including the proprietary material of any third party;
    • does not pertain directly to the Website;
    • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
    • violates any law or may be considered to violate any law;
    • advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners and/or soliciting goods or services) except as may be specifically authorized on the Website;
    • includes programs which contain viruses, worms and/or “Trojan horses” or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
    • disobeys any policy or regulations established from time to time regarding use of the Website or any networks connected to the Website; or
    • contains hyper-links to other websites that contain content that falls within the descriptions set forth above.

    Power Buyer Service reserves the right to monitor use of the Website to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, You remain solely responsible for the content of Your submissions. You acknowledge and agree that neither Power Buyer Service nor any third party content provider will assume or have any liability for any action or inaction by Power Buyer Service or any third party content provider with respect to any submission. You will not (i) select or use a user name or e-mail address of another person with the intent to impersonate that person; (ii) use a user name or e-mail address subject to the rights of any person without authorization; (iii) use a user name in violation of the intellectual property rights of any person; or (iv) use a user name that Power Buyer Service, in its sole discretion, deems offensive.

    Further, You hereby grant to Power Buyer Service the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any submission (in whole or in part) worldwide or to incorporate any submission in other works in any form, media or technology now known or later developed. Except as otherwise provided in Power Buyer Service Privacy Policy. Power Buyer Service will not be required to treat any submission as confidential, and may use any submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Power Buyer Service operations.

  10. Trademarks Power Buyer Service™ is a trademark of GEMSA Loan Services, L.P. Other trademarks, service marks and logos appearing in the Website are the property of the applicable Power Buyer Service content providers. Power Buyer Service and its content providers retain all rights with respect to any of their respective trademarks, service marks or logos appearing in the Website

  11. Security Any passwords used for the Website are for individual use only. You will be responsible for the security of Your password (if any). Power Buyer Service will be entitled to monitor Your password and, at its discretion, require You to change it. If You use a password that Power Buyer Service considers insecure, Power Buyer Service will be entitled to require the password to be changed and/or terminate Your account.

    12. You are prohibited from using any services or facilities provided in connection with the Website to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If You become involved in any violation of system security, Power Buyer Service reserves the right to release Your details to system administrators at other sites in order to assist them in resolving security incidents. Power Buyer Service reserves the right to investigate suspected violations of these Terms of Use.

    Power Buyer Service reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Power Buyer Service to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. YOU WAIVE AND HOLD HARMLESS POWER BUYER SERVICE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY POWER BUYER SERVICE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER POWER BUYER SERVICE OR LAW ENFORCEMENT AUTHORITIES.

  12. Miscellaneous

    1. HeadingsThe headings of Sections of these Terms of Use are for ease of reference only and shall not be admissible in any action to alter, modify or interpret the contents of any Section hereof.
    2. Severability If any Section or provision of these Terms of Use be held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction or arbitral tribunal, such Section or provision of these Terms of Use shall be deemed severed from these Terms of Use and the validity of the remainder of these Terms of Use shall not be affected thereby.
    3. Governing LawThese Terms of Use shall be governed by and construed in accordance with the laws of Texas applicable to contracts made and to be enforced wholly within such state, notwithstanding any principles of conflicts of law.
    4. Submission to Jurisdiction. Subject to (d) above, You specifically consent to personal jurisdiction in Texas in connection with any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof.
    5. Venue Subject to (d) above, The parties to these Terms of Use each agree that venue for any dispute between the parties arising out of these Terms of Use or pertaining to the subject matter hereof may be had in the District Court for the Southern District of Texas or in the state courts of Texas sitting in Harris County, Texas.
    6. ArbitrationAny dispute or disagreement arising between the parties under these Terms of Use or pertaining to the subject matter hereof shall be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”). Such arbitration shall be held in Houston, Texas before an arbitral panel selected according to the rules of the AAA.
    7. Waivers and AmendmentsThe waiver by either party of any provision of these Terms of Use on any occasion and upon any particular circumstances shall not operate as a waiver of such provision of this Agreement on any other occasion or upon any other circumstances. This Agreement may be waived or amended only in a writing signed by both parties.
    8. Entire AgreementThese Terms of Use constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on the Website (including without limitation a Registration Agreement) will govern the items to which they pertain. Power Buyer Service may revise these Terms of Use at any time by updating this posting.

Last updated: December 30, 2003