Supplier Portal Terms of Use

Effective: November 2020

Prologis, L.P. (“Prologis”) is pleased to provide this Prologis Supplier Portal (the "Portal") for Your use, subject to this TOU ("TOU") which are applicable to all users of the Portal as well as the entity or organization they represent (collectively referred to as "You" “Your” or "Supplier"). BY USING THE PORTAL, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THIS TOU. Prologis may amend the TOU from time to time without notice to You. You can review the most current version of the TOU at any time at: https://www.prologis.com/supplier-portal/terms-of-use.

This Portal is intended by Prologis to be a tool to provide and manage supplier account information (including without limitation contact details, banking details, purchase order and invoice information) between the supplier and Prologis. You agree that neither the content nor use of this Portal shall modify or amend the terms and conditions of any existing agreement between Supplier and Prologis, or any of their respective affiliates, for the purchase of goods and services (“Purchases”), and all Purchases shall remain subject to any such agreement.

Privacy Policy

Please review our Privacy Policy which describes and explains our collection and use of your personal data in connection with the Portal.

Updates to TOU

Prologis reserves the right, at its sole discretion, to change, modify, add or remove any portion of this TOU, in whole or in part, at any time by posting the revised TOU on the Portal, and we will note near the top of this page the date that any changes are made. Changes in this TOU will be effective when such change is posted. You are advised to review this TOU on a regular basis. Your continued use of the Portal after any changes to this TOU are posted will be considered acceptance of those changes. Prologis may terminate, change, suspend or discontinue any aspect of the Portal, including the availability of any features of the Portal, at any time. Prologis may also impose limits on certain features and services or restrict your access to parts or all of the Portal without notice or liability. Prologis may terminate the authorization, rights and license given herein.

Your Use of the Portal

General

You agree that You are only authorized to use this Portal for Your own internal business use and that You shall not duplicate, download, publish, modify, or otherwise distribute Portal material for any purpose other than to review information, and review and enter information related to your Prologis transactions. You further agree that You will make no unauthorized uses of the Portal, including, but not limited to unauthorized marketing, sales, use or disclosure of Confidential Information (described below), unauthorized framing of or linking to the Portal.

We grant you permission to use the Portal subject to the restrictions in this TOU. By using the Portal, you agree: (a) that You have read this TOU and understand that they constitute a valid, binding obligation;(b) that you are 18 years or older and a representative of a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established, and have the requisite power and authority to enter into this TOU; (c) are authorized to provide the information you submit to the Portal on behalf of such Supplier organization (d) that any information You enter and transmit to Prologis through this Portal is true and accurate to the best of Your knowledge and belief, and You are responsible for any errors or omissions in any information supplied through the Portal and are responsible to keep such information current and relevant at all times; (e) You further agree that You have the authority to bind and represent Your employer/Supplier organization regarding Purchases or in communicating with Prologis through this Portal regarding Purchases; (f) to not use the Portal in violation of any laws, regulation or court order, or for any unlawful or abusive purpose; (g) to not use the Portal in any manner unintended by Prologis; (h) to not use the Portal in any manner that could harm Prologis, its service providers, its affiliates, or any other person; (i) not to interrupt or attempt to interrupt the operation of the Portal in any way or to attempt to gain unauthorized access to the Portal or any portion thereof, using the identity generated through this Portal, (j) not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Portal, and (k) to comply with any other reasonable requirements or restrictions requested or imposed by Prologis. 

Unauthorized use of the Portal, including, but not limited to, unauthorized entry or attempted entry, misuse of passwords, misuse of any information available in or through the Site, or illegal conduct, is strictly prohibited.

Prologis reserves the right to prohibit access to anyone determined to be violating or attempting to violate this TOU.

Account and Password

When you register through the Portal, you will be issued an account which will have an assigned user name and password that should not be shared with others. You are responsible for maintaining the confidentiality of your user name and password.

You are solely responsible for all transactions, communications, and acts or omissions that occur through the use of your user name and password by you or any person or entity using a password provided to you, whether or not such access or use has been authorized by you.

You are responsible to notify Prologis and request deactivation of your account upon leaving the Supplier organization to which it was provisioned.

Prologis will not be responsible or liable for any loss or damage arising from your failure to comply with this provision. If you believe that someone has used your account to access the Portal, contact us immediately.

Your use of the Portal is at your own risk, including the risk that you might be exposed to Public Postings (as defined below) that are offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. You understand and acknowledge that you are using the Portal on behalf of your employer, which means you are authorized to accept the TOU on your employer's behalf.

Prohibited Uses

You are prohibited from using the Portal in a way that:

• is unlawful, threatening, bullying, violent, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, tortious, indecent, vulgar, profane, obscene, or that Prologis deems in its sole discretion to be inappropriate for this Portal; 
• victimizes, harasses, "stalks," degrades, attacks or intimidates an individual or group of individuals on any basis, including but not limited to religion, gender, sexual orientation, race, ethnicity, age or disability;  
• tries to gain unauthorized access to the Portal, their computers and networks, or their user data, or that otherwise modifies or interferes with the use or operation of the Portal;
• dilutes or otherwise harms Prologis brand or image in any way, including through unauthorized use of Public Postings or Suggestions;
• violates or infringes anyone else's rights or otherwise causes harm to anyone;
• imposes an unreasonable or disproportionately large load on Prologis’ infrastructure, including but not limited to transmitting spam or using other such unsolicited mass emailing techniques; 
• transmits or contains computer viruses or other disruptive, damaging or harmful files or programs; or
• otherwise violates this TOU or any other guidelines or policies of Prologis or posted on the Portal and any applicable laws or regulations.

Prologis will cooperate fully with any law enforcement officials and/or agencies if requested or required in the investigation of any users who violate this TOU and may disclose your information to such law enforcement officials and/or agencies if required by law (in accordance with our Privacy Policy).

We are under no obligation to enforce the TOU on your behalf against another user. While we encourage you to let us know if you believe another user has violated the TOU, we reserve the right to investigate and take appropriate action at our sole discretion.

Use of Portal Content

All information and content included on the Portal are provided “as is” and without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties, conditions or other terms of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.

Prologis strives to provide accurate and up-to-date material on the Portal. However, Prologis makes no warranties, conditions, representations or other terms as to the accuracy or timeliness of the material provided through the Portal. Prologis assumes no liability or responsibility for any errors or omissions on the Portal. The information and opinions contained on the Portal are provided by Prologis for informational purposes only and are subject to change without notice. Nothing contained on the Portal constitutes investment, legal, tax or other advice nor is it to be relied on in making an investment or other decision. You should obtain relevant and specific professional advice before making any investment decision.

Prologis cannot be held responsible for any errors, any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of our Portal or otherwise).

Other Websites

For your convenience, Prologis may provide links to websites belonging to other companies. Those websites are not under the control of Prologis, do not link to this TOU, and we do not monitor, make any representation with respect to or assume any liability with respect to any third-party websites, including, without limitation, for any products or services that are advertised or available for purchase through such third-party websites. The fact that Prologis has provided a link to such websites is not to be interpreted as an endorsement of their content. You shall remain solely responsible for protecting yourself from viruses and other destructive elements that may be present of those websites.

Prologis’ Intellectual Property Rights

The Portal may contain copyrighted works, trademarks and other proprietary material owned by Prologis or third party service providers. Prologis and its licensors reserve all intellectual property and proprietary rights therein.

You may not copy, reproduce, modify, create derivative works of, publish, transmit, display, sub-license or distribute material or images from the Site except as provided herein or with Prologis’s express written permission.

Should You provide Portal feedback such as questions, comments, suggestions, or the like regarding the Portal, such information shall be deemed to be non-confidential and Prologis shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose, and distribute the information to others without limitation. Prologis shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including but not limited to developing, manufacturing and marketing products incorporating such information.

All content included on the Portal, such as, but not limited to, text, graphics, logos, button icons, images, and software, is the property of Prologis or its content suppliers and is protected by copyright, trademark or other laws.

Nothing contained herein confers by implication or otherwise any license or right under any patent, trademark, copyright or other proprietary right of Prologis. All rights in Prologis and its affiliates' intellectual property are reserved.

Intellectual Property Right Complaints

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under United States copyright law. If you believe in good faith that material posted on the Websites infringes your copyright, you may submit a notice to us requesting that the material be removed.

The notice must include the following information: (a) a physical signature of a person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that is claimed to have been infringed upon; (c) a description of the material that is claimed to be infringing, and where such material is located on the Websites; (d) your name, address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Such DMCA notices under this section should be sent to:

Prologis
1800 Wazee Street, Suite 500
Denver, Colorado 80202 USA
ATTN: General Counsel

Reporting Violations

If you see something on the Portal that you believe violates this TOU, you may report it to us by contacting us via the “Contact Us” section below. Reporting a piece of content does not guarantee that it will be removed from the Portal, including the Public Forum.

Translation

We may translate this TOU into other languages for your convenience. However, the English version governs your relationship with Prologis, and the English version will govern if there are any inconsistencies among the different versions.

Applicable Law and Competent Courts

Any dispute arising out of your use of this Portal or material from this Portal or the TOU shall be resolved according to the laws of State of Delaware, USA, without giving effect to that state's principles of conflicts of laws. All disputes between the Parties under or arising in connection with these TOU and use of the Portal or material from this Portal shall be resolved in accordance with the following procedures: (i) each party shall designate an individual with authority to settle the dispute, and such persons shall meet as soon as possible to attempt to resolve the dispute in good faith; (ii) if these individuals cannot resolve the dispute within ten (10) business days of their first settlement meeting, if the parties so agree, they may submit the dispute to mediation with such mediation to be commenced and administered under and conducted by a single mediator under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “Rules”); and (iii) any dispute not resolved by mediation within thirty (30) business days of submission of the dispute to mediation, or if either party shall refuse to submit the dispute to mediation, the dispute shall be subject to binding arbitration by a single arbitrator under the Rules, subject to these Terms.  Either party may commence arbitration upon first complying with subsections (i) and (ii) above.

Termination

Prologis may terminate your access to the Portal at any time and for any or no reason.  You shall have no recourse and Prologis shall have no liability as a result of any such termination. 

Notwithstanding anything to the contrary above, in the event of any termination of this TOU or your access to the Portal, all provisions of this TOU relating to license rights, warranties, confidentiality or privacy obligations, proprietary rights, limitation of liability and indemnification obligations shall continue in full force and effect, including Prologis’ right to use your Listings, Public Postings and Suggestions.

Limitation of Liability

Your use of the Portal and material from the Portal is at your own risk. The Portal may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

Prologis assumes no liability or responsibility for any damage to you, your computer, or your other property, due to your access to, use of, or downloading of the Portal or any materials provided on the Portal. To the extent permitted by law, NEITHER PROLOGIS, ITS AFFILIATES, AGENTS, EMPLOYEES, CONTRACTORS NOR ANY OTHERS INVOLVED IN MAKING AVAILABLE THE PORTAL WILL BE LIABLE TO YOU OR ANY OTHER PARTY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES RESULTING FROM LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE PORTAL, EVEN IF PROLOGIS, ITS AFFILIATES, AGENTS, EMPLOYEES,ITS CONTRACTORS OR ANY OTHERS INVOLVED IN MAKING AVAILABLE THE PORTAL ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS IN CONTRACT AND TORT (SUCH AS NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY).

Indemnity

You hereby release, discharge and agree to indemnify, defend, and hold Prologis, its affiliates and agents harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (i) your access to or use of the Portal; (ii) your violation of the TOU; (iii) any use of your Public Postings or Suggestions by Prologis; (iv) any unauthorized use of your Public Postings or Suggestions by third parties once the Suggestion or Public Posting has been publicly disseminated; and/or (v) the infringement by you of any intellectual property or other right of any person or entity. Prologis reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Prologis. Prologis will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Invalidity

If any provision of these TOU is or becomes invalid, unenforceable or non-binding, you shall remain bound by all other provisions hereof. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and you will at least agree to accept a similar effect as the invalid, unenforceable or non-binding provision, given the contents and purpose of these terms.

Contact Us

Any questions regarding this TOU should be directed to our contact page.