Direct Source, Inc. (individually and collectively with its affiliates, “Direct Source”), has created this website (“Website”) for use by (i) Direct Source, and (ii) contractors, and vendors of Direct Source (“Vendors” or “you”).  References herein to “you” and “your” refer to both you and such person or entity on whose behalf you act.
This Website allows contractors and vendors to register with Direct Source.  By accessing or using any part of the Website, you acknowledge that you have read and understand the Terms of Use and you agree and consent to the terms and conditions set forth in these Terms of Use.  Agreeing and consenting to these Terms of Use only gives you access and use rights to this Website.  Direct Source reserves the right to evaluate and, at its sole discretion, determine whether to accept and implement any contract, offer or bid submitted via this Website.  Nothing herein shall be construed as a promise or guaranty that Direct Source will continue its relationship with you for any period of time.

Ownership of Rights and Limitation of Use

The content of this Website, including but not limited to editorial content, graphics, sounds, data trademarks, copyrights and any other intellectual property rights related to these contents (the “Content”) is the exclusive property of Direct Source or its licensors.  The trademarks, service marks and logos (“Trademarks”) used on this Website are the property of Direct Source or their respective owners.  Except to the extent permitted by applicable law, no Content or Trademarks on this Website may be used, copied, modified, translated, distributed or otherwise utilized without the prior permission of Direct Source or their respective owners.  Direct Source reserves the right to add, delete or modify these Terms of Use or the Content at any time without notice.

Links with Other Sites

No links to the Website shall be made by you or any third party without Direct Source’s prior written authorization. Third party web sites which you may have access to through this Website are not under Direct Source control, and Direct Source makes no representations whatsoever about, and declines any responsibility for, the content and the use of any linked web sites or any link contained in a linked site, or any changes or updates to such web sites.
Use of manual or automated software, devices, or other processes to “crawl” or “spider” any web pages contained in the Website is strictly prohibited.  You agree not to monitor or copy, or allow others to monitor or copy, the Website or the content included herein.  You also agree not to “frame” or otherwise simulate the appearance or function of the Website.  Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on Direct Source’s infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.

Data Accuracy

You agree that all profile information will be valid and accurate.  DSI reserves the right to remove or alter any profile information determined to be false or misleading based upon an interview or subsequent work performance.  

Data Confidentiality

You understand and agree that by accessing or using the Website, you are voluntarily providing Direct Source with, and you may gain access to, information regarding Direct Source’s or another entity’s businesses, products, services and/or financial condition, including but not limited to business methods, marketing strategy, customers, data, technical information, trade secrets or any other information including but not limited to information that is not defined as a trade secret by law (all such information, the “Confidential Information”).   
You agree to use the utmost degree of care to maintain and protect any and all Confidential Information as confidential and not to disclose or allow the disclosure of any Confidential Information to any person or entity. You acknowledge that the discloser shall not have an adequate remedy in the event of breach of this provision and that the discloser will suffer irreparable damage and injury in such event.  You agree that the discloser shall be entitled to specific performance and injunctive relief for any breach of this provision.  Such relief shall be cumulative and in addition to any other remedy available to the discloser in law or equity.
You shall use the utmost degree of care in ensuring compliance with these Terms of Use by your or your employer’s employees, agents and representatives.
Without limitation of the terms and conditions set forth in these Terms of Use or any privacy policy to which you are use of the Website is subject, you understand and agree that Direct Source may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce these Terms of Use, or protect the rights, property, or safety of Direct Source, its users, and the public.

Termination

You agree that Direct Source may, with or without cause, immediately terminate your Direct Source account or access to the Website without prior notice at any time and for any reason or no reason, at Direct Source’s sole discretion.  Without limiting the foregoing, the following may lead to a termination by Direct Source of your use of the Website: (a) breaches or violations of these Terms of Use or other incorporated agreements or policies, (b) requests by law enforcement or other government agencies, (c) unexpected technical issues or problems, or (d) extended periods of inactivity.  Furthermore, you agree that all terminations shall be made in Direct Source’s sole discretion and that Direct Source shall not be liable to you nor any third-party for any termination of your access to the Website.  All decisions regarding the termination of accounts shall be made in the sole discretion of Direct Source.

Availability of Website

The Website may usually be accessed 24 hours a day, 7 days a week. However, Direct Source may, in its sole discretion, suspend, interrupt or cancel access to all or part of the Website in the case of, but not limited to force majeure, computer, telecommunications or other technical difficulties, or for purposes of maintenance.

International Use; Compliance with Applicable Laws.

Recognizing the global nature of the Internet, you agree to comply with all applicable international, national, state and local laws and regulations including but not limited to laws and regulations regarding online conduct and acceptable content.  Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Disclaimer and Indemnification

THIS WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS).  Direct Source makes no representations or warranties that access to this Website will be uninterrupted, or that this Website will be secure and free of viruses or other harmful components.  Direct Source takes no responsibility for viruses or other destructive or intrusive computer programs that may damage your computer system or data resulting from your access to and use of this Website.
DIRECT SOURCE IS NOT LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OR LOSS (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR ECONOMIC ADVANTAGE) IRRESPECTIVE OF THEIR CAUSE, NATURE OR CONSEQUENCES, AND WHETHER FOR BREACH OR IN TORT, EVEN IF DIRECT SOURCE HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You agree to defend, indemnify and hold harmless Direct Source from and against all liabilities, claims, losses, costs and expenses, including reasonable attorneys’ fees, that arise in connection with your accessing or use of the Website and/or these Terms of Use.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
By agreeing to the these Terms of Use, you agree to indemnify and otherwise hold harmless Direct Source, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages, including reasonable costs and attorney’s fees, resulting from: (i) your use of the Website; (ii) unauthorized access to or alteration of your communications with or through the Service; or (iii) any other matter relating to the Website.   

Applicable Law

The laws of Minnesota, United States of America (or U.S. federal law, if applicable), without regard to conflicts of law provisions, will apply to all matters arising out of or in connection with this Website and your connection to and use of it.  .  

Arbitration

Any legal controversy or legal claim arising out of or relating to these Terms of Use shall be settled by binding arbitration conducted by and in accordance with the commercial arbitration rules of the American Arbitration Association.  Any such controversy or claim must be arbitrated on an individual basis, and may not be consolidated in any arbitration with any claim or controversy of any other party.  The arbitration must be conducted in Minneapolis, Minnesota, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.  Either you or Direct Source may seek any interim or preliminary relief from a court of competent jurisdiction in Minneapolis, Minnesota necessary to protect the rights or property of you or Direct Source pending the completion of arbitration.

Modifications to these Terms of Use

Direct Source may modify these Terms of Use at any time.  If Direct Source modifies the Terms of Use, it will post the amended Terms of Use on the Website.  Any changes to the Terms of Use will be retroactive to the date of the modification.