Acceptable Use Policy and Terms & Conditions

By navigating to the vendor portal, you agree to our Acceptable Use Policy and Terms & Conditions
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Acceptable Use Policy

(posted and effective as of June 11, 2015)
Applicable to the Northgate Gonzalez, LLC Vendor Portal Site at the URL/domain name: vendorportal.northgatemarkets.com

By accessing and/or using the Northgate Gonzalez, LLC Vendor Portal Site (this “Site”), you agree to this Site’s “Use Terms” consisting of this Site’s “Terms of Use”, “Privacy Policy” and this “Acceptable Use Policy”. This Site entitles you and other authorized employees of your employer (“You” or collectively described as “Designated Employees”) to use this Site for, among other purposes, easy and efficient global communications and data and information sharing with Northgate Gonzalez, LLC (“Northgate”) about certain aspects of your employer’s (“Seller”) business with Northgate. At the same time, your use of this Site also creates certain risks, including without limitation, potential security risks. In order for Northgate to permit You, as a Designated Employee, to use this Site, Northgate requires You to agree to and comply with the terms of this Acceptable Use Policy. Any capitalized terms used in this Acceptable Use Policy not defined herein shall have the meanings ascribed thereto in this Site’s Terms of Use.

1. Permitted Purposes
   The sole purpose for which You may access this Site is to carry out the legitimate and approved business purposes of Seller with Northgate. Such access is a business privilege conditioned upon adherence to this Site’s Use Terms and may be revoked effective on receipt of notice from Northgate.
2. Permitted Users and Acts
   The only persons who may access this Site are persons authorized by Northgate. As a Designated Employee, You understand and agree that all your activities shall be performed on behalf of and in the name of Seller and consequently perceived by Northgate as activities authorized by Seller.
3. System Security
   You agree to ensure that your use of this Site will not compromise the security and integrity of Northgate’s or any other Northgate Vendor Portal user’s networks, computer systems and web sites, whether by allowing intruders into the same, introducing viruses or other threats, imposing a disproportionate or unreasonably large load on this Site, its Services or infrastructure, or using any, computer programming routine, file or device to damage or interfere with the operation of this Site. As such, You agree that You will not, without first using reasonable commercial efforts to scan and remove any viruses or any contaminating or destructive features before submitting data, information or materials to this Site, post, publish, transmit, distribute, or upload any information through this Site that contains a virus, Trojan horse, “sniffer” routines, backdoors, worms, time bombs, cancelbots, or any other harmful software code or programming routine. You also agree that You will not post, publish, transmit, distribute, or upload through this Site any bulk e-mail solicitations, chain letters, solicitations, advertisements, marketing materials, pyramid schemes or any other unsolicited communication, including without limitation spamming Northgate or other Site users, or use or collect Northgate Vendor Portal user e-mail addresses, contacts or other user information or postings, or use this Site to perform any data extraction or data mining or gain or attempt to gain unauthorized access to Northgate or any other Northgate Vendor Portal user’s computer system.
4. Copying
   You may not engage in illegal copying of copyright protected works posted on this Site, or making available copies of such works to any third party. You are responsible for observing applicable confidentiality, copyright and licensing agreements that may apply to files, documents and any software available on this Site. You agree that You will not copy, use, reproduce, modify, create derivative works, distribute, publish, publicly display or communicate any Materials, information or content obtained from this Site, except as expressly permitted in these Site Terms of Use, by Seller’s Master Agreement with Northgate or otherwise expressly approved in writing by Northgate.
5. Posting Information
   You agree that if You post any information to this Site, You are acting on Seller’s behalf, publishing such information on Seller’s behalf and You confirm that such information is not confidential to You or Seller. Only authorized personnel should engage in such activities. You agree that You will not post, publish, transmit, distribute, or upload any information through this Site that violates any copyright, trademark or any other proprietary intellectual property or confidentiality rights of others, and in connection with any posting You represent that Seller owns or has the right to provide the content to Northgate
6. Accuracy of Information
   Only accurate information should be posted to this Site. You must take all necessary precautions to ensure the accuracy of any information You post to this Site, and You shall be accountable for all such information and data that is posted. In connection with your use of this Site, You agree that You will not register with or otherwise use a false name or identity, impersonate another user, allow any other person your access rights to this Site or use another user’s password, forge headers or otherwise manipulate identification information to disguise the origin of information, or falsify or misrepresent any information with respect to any matter, including without limitation any quotes, forecasts or reports.
7. Compliance with Laws
   You must follow all laws and regulations applicable to your use of this Site. Such laws and regulations include, without limitation, those governing defamation, privacy, publicity, the access or use of others’ computer or communication systems and those relating to advertising and promotion of Seller’s products and services. You agree that You will not post, publish, transmit, distribute, or upload any information through this Site that is unlawful or fraudulent, including without limitation, any information, communication or transmission that constitutes or supports the commission of any illegal activity or any violation of applicable law, including without limitation any export laws and regulations, or that Northgate may reasonably deem obscene, derogatory, libelous, defamatory, pornographic, harassing, abusive, threatening, discriminatory with respect to race, religion, national origin or gender, or otherwise unfit for publication.
8. Confidentiality and Good Practices
   Your use of this Site should be governed by a Non-Disclosure Agreement between Seller and Northgate (“Governing NDA”). You should exercise the same degree of care specified in the Governing NDA to protect and maintain all Northgate proprietary and confidential information in strictest confidence and not use this Site to disclose or distribute such information in an unauthorized manner. The parties’ Governing NDA may contain additional terms and conditions applicable to your use of this Site. You should check with Seller if You are in doubt about your confidentiality obligations.You should not discuss or disclose Northgate confidential information to any other employee or agent of Seller, except those who have a legitimate need to know the information in order to perform Seller’s obligations to Northgate. Please note that in some instances, the parties’ Governing NDA may prohibit your disclosure of information to other business units, affiliated companies or subsidiaries of Seller. You should exercise extreme care when discussing or working on Northgate confidential matters and business, including without limitation use of this Site, especially when in public places such as airplanes, restaurants or elevators. This includes properly shielding computer screens or avoiding use of your laptop for confidential work when in public places. You also should be mindful of privacy and confidentiality obligations when using any form of communication that may not be secure. You should shut your computer down when not in use, use and protect passwords and user identification numbers or codes, and follow all of Northgate’s security procedures and requirements related to use of this Site. You should endeavor to ensure that your laptop is physically secured at all times, including when You are in Seller’s offices.

Terms & Conditions

You hereby certify and agree on behalf of yourself and your employer:

• You are over the age of eighteen, and you are authorized by your employer (“Seller”) to enter into binding agreements on behalf of Seller concerning goods and services provided to Northgate Gonzalez, LLC (“Northgate”);

• The pricing information you are submitting to Northgate through this website: (i) complies with any applicable government regulations in effect, (ii) reflects pricing that is not greater than any other price that Seller charges other buyers that purchase a similar volume of merchandise, and (iii) reflects the current pricing for goods and services provided to Northgate by Seller;

• You and Seller agree that the pricing information submitted through this website is accurate, and subsequent to approval by Northgate personnel, will be considered to be final and conclusive. As such, Seller hereby waives, and forever releases and discharges Northgate from any claims for additional compensation associated with the inappropriate submission of pricing information by you or Seller through this website;

• If any price reduction in goods occurs subsequent to an order by Northgate, but prior to delivery of the goods to Northgate, Seller agrees that Buyer will receive the reduced price (the “Reduced Price”).

• The amount Northgate will remit as payment for the goods and services provided by you and/or Seller will be the lesser of (i) the authorized pricing as contained in this website, (ii) the Reduced Price, or (iii) the pricing as indicated in an invoice provided by you and/or Seller. However, in no event will Northgate be required to remit payment in accordance with an invoice stating an amount greater than the lesser of (a) the authorized pricing as contained in this website, or (b) the Reduced Price.

• Seller agrees that any transaction between Seller and Northgate is subject to the terms, conditions, and provisions as specified in Northgate’s standard vendor agreement.

By navigating to the vendor portal, you agree to our Acceptable Use Policy and Terms & Conditions
vendor portal