1. INTRODUCTION
Please read the Terms and Conditions (Terms) carefully before using Ask Frank, the AI assistant provided by Material Exchange.
Ask Frank is an AI assistant that Users reach by email or web chat. You describe what you need; Frank researches options, finds relevant companies, contacts them, gathers their replies, saves the work and follows up. Ask Frank is included in the Sourcing Hub, subject to the company’s subscription and applicable usage allowance, but can also be used independently of it. An Ask Frank account does not, by itself, include access to the Sourcing Hub, the web platform on which companies manage and search material catalogues, maintain profiles and share materials and information with other companies. When Ask Frank is used as part of the Sourcing Hub, the Sourcing Hub Terms apply.
Ask Frank is a business-to-business service open to companies and service providers in the fashion industry and in other sectors. It helps Users to carry out their sourcing activities by describing a need to Frank and by communicating with other companies through Frank.
Ask Frank encompasses various services designed to cater to the needs of its users. These services include, but are not limited to, sourcing services and other services. Collectively, any such service or services provided by ME are referred to as the Services in these Terms.
Material Exchange Ventures AB (ME) with its principal place of business at c/o Jessica Eriksson Elgerudsvägen 7, 144 63 Rönninge, Sweden owns and operates Ask Frank. ME has subsidiaries in different countries.
Each time you use or access Ask Frank you signify your assent to these Terms. These Terms represent the standard form contract entered between ME and each person interacting with Ask Frank (User). If you do not agree to all these Terms, you may not use Ask Frank. Your usage of certain products or/and services may require you to agree to additional Terms and Conditions or enter into separate agreements with us or applicable partners, suppliers or other users. If you are accepting these terms and using Ask Frank on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. The user guarantees that the person who accepts the Terms on behalf of the user is authorized to accept these Terms. Otherwise, in the case of fraudulent treatment with Ask Frank Account, ME may claim adequate indemnification from the user. Ask Frank is only available to users who act in execution of their commercial or independent business activity.
Participation by email. If you interact with Frank by email, these Terms and the Data Protection Notice apply to that interaction. ME will give you links to both documents in its first reply to you. By continuing the correspondence, or by following a sign-in link and using the account created for you, you accept these Terms. ME may record the date, the email address and the version of the Terms to which an acceptance relates. A company or individual that merely receives an introduction or an Enquiry from Frank does not become a User, and is not bound by these Terms, because of that message.
The Terms are effective as of the “Last Modified” date above. ME may change these Terms at any time, with or without notice to you, by posting an updated version to Ask Frank (all legal documents, including these Terms are stored on our website www.material-exchange.com/legal and links are available at Ask Frank) and by posting notification on changes and, where a change is material, by notifying existing Users by email at the address registered with their account. It is your responsibility to check these Terms periodically for changes. If any modification to the Terms is unacceptable to you, you must immediately stop accessing or using Ask Frank. YOUR CONTINUED ACCESS OR USE OF ASK FRANK FOLLOWING ANY MODIFICATION TO THE TERMS SHALL BE CONCLUSIVELY DEEMED AS ACCEPTANCE OF SUCH MODIFICATION(S). ME may terminate these Terms and your access to all or any part of Ask Frank at any time and for any reason without prior notice or liability and in ME’s sole discretion.
The terms below govern your use of Ask Frank and items provided or offered thereon. If you order or request additional services, additional terms apply to the purchase and to the use of those services. Terms and conditions deviating from these Terms and conditions shall only apply if these are confirmed by ME or its subsidiary or affiliate in writing.
Age Restrictions:You must be at least the age of majority in the country where you live when using Ask Frank.
2. KEY DEFINITIONS
For the sake of transparency and clarity of these Terms, some of the key definitions are mentioned within this whereas others definitions are mentioned through the Terms. In these Terms, words in the singular include the plural and vice versa.
Capitalized terms not otherwise defined in these Terms will have the following meaning:
Brand is a User that, in relation to a given request, is on the buying side and is seeking materials, components, garments, products or services. A User may act as a Brand in one request and as a Supplier in another.
Certificates are uploaded files, indicating that the associated Products has undergone a qualification test or evaluation and meets specific criteria outlined in contracts, regulations, or specifications. It's important to note that ME (the platform) cannot verify the accuracy of the statements made in certificates. It is the responsibility of each User to verify the validity of any certificates presented by other Users.
Dossier means the saved research and working record that Frank keeps for a request. The inclusion of a company in a Dossier does not mean that the company is a verified match, that ME endorses it, or that an order has been placed.
Enquiry means a request for information, a quotation or a sample that Frank sends to a company on a User’s behalf. An Enquiry is distinct from an introduction (see Section 5), which is not made on a User’s behalf.
Ask Frank (and Frank) is the AI assistant provided by ME that Users reach by email or web chat. Frank researches options, finds relevant companies, contacts them, requests quotes or samples, gathers replies, saves the work and follows up on a User’s behalf (the Frank workflow, described in Section 5).
Orders refers to any order, purchase, installation, trial, download or enablement of Service (including renewals and upgrades), through Ask Frank. All Orders are subject to these Terms of Use.
Product refers to digital materials, components or garments that are uploaded/created by users.
Services are different services provided on Ask Frank designed to cater to the needs of its Users. These services include, but are not limited to, sourcing services.
Sourcing Hub is the separate web platform operated by ME, on which companies manage and search material catalogues, maintain profiles and share materials and information with other companies. It includes Ask Frank, subject to the company’s subscription and applicable usage allowance, and is governed by its own terms.
Subscription Fee is a fee paid by users for certain services on Ask Frank.
Supplier is a User that, in relation to a given request, is on the selling side, being a business or service provider offering products or services.
Transaction data refers to the commercial details that Users provide in messages or files in the course of their dealings with other companies, such as the companies involved, materials, quantities, prices, delivery and shipping dates and references. Recording this information does not mean that ME processes orders or payments.
User refers to any individual or entity who uses or accesses the Services (including by email), including both Brands and Suppliers.
Content means any information, text, graphics, logos, images, or other material uploaded, downloaded, or appearing on the Services.
3. DATA PROTECTION
Ask Frank may request personal data from you – which of some are mandatory in order to use Ask Frank while others you are free to decline. Please review our Data Protection Notice, which governs the processing of personal data on Ask Frank, and of which Users acknowledge that they have been informed in order to use Ask Frank. ME’s Data Protection Notice describes the measures taken by ME to ensure that your data is secure. The Data Protection Notice also explains how personal data is processed when you use Frank by email or web chat, including processing by AI tools and third-party providers, the access that authorised ME staff have to messages and files, how long data is retained and how it can be deleted. It also covers the personal data of individuals at companies that Frank researches or contacts.
4. REGISTRATION, ACCOUNTS AND COMPANY IDENTITY
An Ask Frank account is created by invitation, by starting a conversation with Frank by email or, where enabled, by replying to an introduction or an Enquiry sent by Frank (see below). An Ask Frank account alone does not give access to the full Sourcing Hub.
Email onboarding. You may interact with Frank by email. At a mailbox on which onboarding is enabled, Frank may recognise an existing User from the sender’s address or may create a company record and a User account for a new sender, so that the conversation can be supported by Frank. Where personal-email onboarding is supported, the account is created in a private workspace; people are not placed in the same company merely because they use the same email provider. Existing Users act through their own account and the permissions their company has given them.
Companies contacted by Frank. Researching a company, or sending it an introduction or an Enquiry, does not itself create a User. A person who replies may be given an account once the reply has been accepted. Acceptance is automatic only where the company-domain and sender-authentication checks are passed; replies from personal addresses, from addresses that do not match the company and replies where identity is otherwise unclear are held for review. An existing User is not silently moved from one company to another and is not restored to a company after having been removed from it. An account given to a person who replies belongs to that person’s own company; the person is not added to the team of the User who made the request.
Company administrator. Where reply-based account creation is enabled, the first accepted respondent from a company becomes that company’s administrator and later respondents become regular Users. Only one first administrator is designated, even if several people reply at the same time. Being designated administrator reflects the order of replies; it does not by itself establish that the person is authorised to represent or bind the company. ME may ask for evidence of that authority, may suspend or change administrator rights, and may restrict access to the company’s account while a dispute about the company’s ownership, control or representation remains unresolved. Such disputes are for the persons concerned to resolve between themselves.
Sign-in links. An account created by email is set up from the sender’s email address and, where available, the name sent with the email. You do not need to give a phone number or create a password: you sign in through a personal, single-use link sent to your email address. The link is meant for the recipient alone and must not be forwarded or shared. The address to which an Enquiry was sent identifies the engagement; it does not establish that the person replying is authorised to represent the company.
User must be legally competent to enter into contracts to be registered. You may not have a screen name that is vulgar, attempts to impersonate another person or violates the rights of others, including the intellectual property rights of any person or entity. ME also may reject any screen name that ME determines at its discretion is unacceptable for use on Ask Frank. The information you provide during registration must be accurate and complete, and you agree not to register under the name of another person or otherwise impersonate any other person, including any user, moderator, public figure, or ME employee. You must provide accurate information of your company/organization. If, after investigation, ME has reasonable grounds to suspect that your information is untrue, inaccurate, not current, or incomplete, ME may suspend or terminate your account and prohibit your future use of Ask Frank. ME explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section by giving false, untrue or inaccurate information regarding your identity, company/organization or any relevant information for using Ask Frank. ME is not responsible and cannot be held liable for checking the information provided by User during the registration process. You may not transfer or dispose your account(s) to any other company, organization, individual or anyone else or to other company users without our prior written permission. Accounts are personal. A company may arrange for further employees to have their own accounts through its administrator or with our agreement, but no one may use another person’s account. You may never use another’s account without permission. It is your sole responsibility to (i) control the dissemination and use of passwords or any other access tools or credentials; (ii) authorize, monitor, and control access to and use of your company account and password; (iii) immediately notify ME of any unauthorized use of your password or account or any other breach of security; and (iii) promptly inform your company of any need to deactivate a password. You grant ME and all other persons or entities involved in the operation of Ask Frank the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of Ask Frank. The ME cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using Ask Frank, ME tools and you must notify ME immediately of any breach of security or unauthorized use of your User account. Although ME will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of your company or others due to such unauthorized use. ME will not be liable for any loss or damage arising from your failure to comply with this Section.
All logins are individualised and may only be used by the respective authorised User. The User is also responsible for the confidentiality of subaccounts (e.g. its employees’ log-ins) and shall instruct its personnel accordingly.
5. SOURCING AND ENQUIRIES
Users can use Frank, an AI-powered assistant available by email and web chat, to find materials, products or services and to communicate with other companies. Frank does not complete purchases or payments between buyers and suppliers; those are arranged between them directly.
The Frank workflow. Frank helps Users to search the information they are permitted to see and the open web, to compare options, to prepare Enquiries and to continue work on a request over time. In practice, Frank researches options, contacts companies, requests quotes or samples and follows up on responses. Frank acts on the User’s instructions, within the permissions of the User’s account and the features enabled for it. Continuing work on a request does not give Frank unrestricted authority to contact others, and Frank is not authorised to buy products, place orders or make commitments on a User’s behalf.
Capabilities and demo workspaces. The capabilities available to you depend on your account permissions and on the features that are enabled. Demonstration workspaces may contain fictional companies, synthetic materials and simulated replies; these are identified as such and do not represent real companies, offers or replies.
Researched profiles and Dossiers. Frank may create a company record and a profile from open-web research and save it to a Dossier. A researched profile is kept distinguishable from information supplied or confirmed by the company itself. Creating the record, or including a company in a Dossier, does not mean that the company has joined the Sourcing Hub, has approved the profile or has been independently verified, and it is not an endorsement by ME or by the requesting User. A company may ask us to correct or remove its researched profile by writing to kontaktinfo@material-exchange.com.
Contact details. Frank finds contact addresses by using general business addresses that a company publishes on its own website. Recipients may also come from existing records, from the requesting User or from an ME operator. The address and its source are stored with the engagement and are not shown on the public research profile. A role address (such as info@) does not by itself mean that no personal data is involved, and we treat such addresses accordingly under the Data Protection Notice.
Access to information. Access to information depends on whether it is private or shared, and on who it has been shared with. Finding a company, or being connected to it, does not give access to all of its documents or private information.
Introductions and opportunities. Where enabled, saving a qualifying researched company to a Dossier may trigger an introduction to that company; a search result or an import of companies on its own does not. Later, distinct opportunities may lead to further lead emails. An introduction is separate from an Enquiry made on a User’s behalf and may be sent from a sender identity approved by ME, with Frank handling the replies. An introduction does not state or imply that the requesting User has contacted or endorsed the company. In the app, potential opportunities are shown alongside actual requests and are marked as such.
Limited disclosure in leads. A lead or introduction may disclose the requesting User’s company type and broad region, selected specification terms, why the recipient may be a fit and what information is still missing. It does not disclose the name of the person making the request, the User’s full private brief or notes, competing suppliers or numerical commercial targets. For example, a lead may say that minimum order quantity matters without stating the quantity the User is targeting. By making a request through Frank, you instruct and authorise ME and Frank to make this limited disclosure on your behalf.
Approval of messages. Some messages require operator approval. Eligible outreach may be approved automatically, and settings may permit automatic approval of other introductions and Enquiries. Recipient, company and delivery checks continue to apply in either case. ME records approvals and sending outcomes in its back-office systems. We do not undertake to review every message manually.
Replies. An Enquiry is sent on the requesting User’s behalf, and the answers belong to that exchange. A reply to an introduction or a lead email may update the respondent’s own company information; it is not automatically an answer to any User’s Enquiry. Outreach does not guarantee a response, an order, a connection or any particular position in search results.
Objections and opt-outs. Any recipient of an introduction, a lead or an Enquiry may object to further contact by replying to the message or by writing to kontaktinfo@material-exchange.com. We will then stop further outreach to that address without undue delay. These Terms do not govern marketing campaigns, which are handled separately.
ME shall not be held responsible for any contractual relationship or damage that occurs between the Users regarding any enquiry, quotation, sample, order or delivery. The same applies to any such relationship or damage between a User and a company contacted by Frank. ME does not supply, quote, ship or otherwise fulfil the products, samples or services requested through Frank, and whoever ships a sample bears the cost of shipping it unless the parties agree otherwise. ME shall not be held liable especially regarding applicable consumer protection rights which may arise from any such enquiry, quotation, sample or order. ME acts only in the capacity of provider of to legal persons and shall not be deemed to provide services to natural persons which can be treated by any applicable laws as consumers.
The Supplier shall provide accurate, up-to-date information about its Products, including product descriptions, pricing, availability, design and relevant certifications. The same applies to information that a company supplies in reply to an introduction or an Enquiry.
6. FEES
SUBSCRIPTION FEES
Some Services are made available at no charge, and others require payment of subscription fees. Your Order will identify your authorized scope of use of the Service and license or subscription term, as applicable. Once you complete your Order, MEV will provide with you access to the applicable Service.
To receive access to paid Services, you must pay MEV the subscription fees, including all taxes, indicated at the time of your Order. All Orders may not be cancelled and are non-refundable. If you are using a free version of the Services, we will notify you via e-mail before any such service you are using begins charging a fee. If you wish to continue using such services, you must pay all applicable fees for such Services. Any and all such charges, fees or costs are your sole responsibility.
TRIAL PERIODS
Ask Frank may offer free trial periods for paid Services. After expiration of the trial period, if you do not place an Order for the paid Services, the Services will cease to function and you must cease using and delete your copies of the Services and any related license or access keys.
Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY, QUARTERLY, OR ANNUALLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
AUTO-RENEWAL FOR PAID SERVICES
A paid subscription for which you have selected automatic renewal will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the current non-promotional rate. Automatic renewal applies only where you have selected it for a subscription; one-off purchases of additional usage do not renew. To change or resign your paid Services at any time, please email support@material-exchange.com. If you terminate a paid Service, you may use your subscription until the end of your current term, and your subscription will not be renewed after your current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND UNLESS SPECIFICALLY STATED IN THESE TERMS, MATERIAL EXCHANGE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
Reaffirmation of Authorization. Your non-termination or continued use of a paid Service reaffirms that we are authorized to charge your payment method for that paid Service. We will submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the paid Service.
Your usage of certain paid Services may require you to agree to additional Terms and Conditions or enter into separate agreements with us.
What you pay for. Fees are charged for use of Ask Frank. ME does not charge a commission or transaction fee on orders or other transactions between Users. Buyers and suppliers do not complete their purchases or payments through Frank; paying for Frank is separate. Charges that a payment provider makes for processing a payment are stated on the plans and usage page or at checkout.
Business customers only. Fees are offered to business customers only, including founders and self-employed people acting in the course of their business. By placing an Order you confirm that you are acting in the course of a business and not as a consumer.
Usage and plans. Frank is available on monthly and annual subscription plans, and additional usage can be bought as a one-off purchase. Describing and clarifying what you need is free; asking Frank to do the work uses the allowance included in your plan or purchase. The plans, allowances, prices, resets and validity of purchased usage are set out on the plans and usage page (in preparation, and to be made available on our website). The page in force when you place an Order applies to that Order; changes apply to later Orders, and to renewals after notice to you.
Currency. Prices are shown and charged in euro (EUR) or, where offered, in US dollars (USD). Euro is the main currency.
Renewal and manual payment. Where both options are offered for a plan, you may choose between automatic renewal, under which the payment provider securely stores your payment method and charges it at each renewal, and manual payment, under which you pay each time. If you choose automatic renewal, you authorise ME and its payment provider to charge the renewal price to the stored payment method until you cancel.
Payment methods. Depending on the plan, your location and the amount, you may be able to pay by credit or debit card, by bank transfer against an invoice, or by Alipay or WeChat Pay where offered. ME may add, change or withdraw payment methods. Card, Alipay and WeChat Pay payments are processed by a third-party payment provider, whose terms apply to you in addition to these Terms.
Taxes. Prices are exclusive of value added tax, sales tax, withholding tax and similar taxes and duties (Taxes) unless stated otherwise. Taxes that apply to your purchase are your responsibility. You must give ME accurate company and tax details, including a valid VAT or other tax registration number where relevant. Where ME or its payment provider is required to collect Taxes, they will be added to the price and shown at checkout or on the invoice. If you are required by law to withhold tax from a payment, you must tell ME in advance and give ME the official receipt or other evidence that you have paid the tax over to the authority concerned.
Failed or late payment. If a payment fails, or an invoice is not paid by its due date, ME may suspend access to the paid Services until payment is made.
7. LICENSE AND ACCESS
Subject to your compliance with these Terms and your payment of any applicable subscription fees (for paid Services) and fees based on the connected agreement, ME hereby grants to User, limited, non-exclusive non-transferable, non-sublicensable license to access Ask Frank, during the duration of these Terms, to access and use Ask Frank. Upon termination of these Terms, the rights granted hereunder will automatically terminate, and the User may not continue to use Ask Frank.
ME will make reasonable efforts to ensure that Ask Frank is available twenty-four hours a day, seven days a week. However, there will be circumstances when they will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by ME to minimize such disruption where it is within ME’s reasonable control. ME retains the right to create limits on use and storage with respect to Ask Frank in its sole discretion at any time with or without notice. Users also certify that she/he is legally permitted/authorized by the legal entity she/he represents to use Ask Frank. Users shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to and use Ask Frank, including, without limitation, modems, hardware, software, and long distance or local telephone service. Users shall be responsible for ensuring that such equipment or ancillary services are compatible with Ask Frank.
ME is committed to making Ask Frank accessible to people with disabilities, as required by applicable law. If you desire to receive information on Ask Frank in a different format that is more accessible to you, please contact ME and ME will make all reasonable efforts to accommodate your request.
8. NOTIFICATIONS AND COMMUNICATION CHANNELS
Where available, in-app notifications may include: banners, pop ups and product tours notifying about new changes or updates.
Email. Email supports conversations with Frank and the exchange of attachments, and emails may include links for continuing in web chat. You can start by email without first using web chat (see Section 4).
WhatsApp. Where it is enabled, WhatsApp can be used only by an existing User who has linked and verified their phone number. WhatsApp supports messages, photos, documents and voice notes where enabled, within the User’s existing permissions. Actions that need approval may be referred to the app.
Continuing work. Where enabled, Frank may revisit unresolved work through automatic follow-ups, look for useful information or ask a focused question. The timing and duration of follow-ups are set by ME, may be changed and are not commitments as to response times. You may also ask for scheduled checks, for example daily or weekly, and you may pause or stop ongoing checks at any time. A check does not necessarily produce a notification. Research checks do not themselves contact companies; reminders to companies are sent through the separate outreach process described in Section 5 and are subject to its controls.
9. SUPPORT
Support is available for the Users via e-mail at support@material-exchange.com There are 3 levels of support:
- Level Isupport means to help for the User with simple problems, such as password reset or general “how to” questions. Level I support requests may be responded to within 12 hours.
- Level II support means to help with more complex problems than for Level I support, such as issues dealing with advanced features of Ask Frank. Level II support requests may be responded to within (2) business days and may involve secure access to the User’s account in ME’s hosted environment.
- Level III support means issues, questions, and requests involving possible product bugs or failures. Level III support requests can be responded to within two (2) business days and may involve secure access to User’s account in ME’s hosted environment.
Any additional or dedicated support resources may be provided and will be subject to negotiation under a separate statement of work.
10. THIRD PARTY INTEGRATIONS
Ask Frank is collaborating with different platforms/apps/software in order to provide comprehensive service to its Users. However, Users also need to comply with terms and conditions of third parties when using services including relevant third parties. That’s why we kindly ask you to read the terms and conditions of the relevant third party.
11. TERMINATION
You’re free to terminate the use of Ask Frank at any time by contacting us at support@material-exchange.com. Please refer to our Data Protection Notice, to understand how we treat information you provide to us after you have stopped using Ask Frank and how you are able to delete your personal data (and account). If paid Services are included, provisions on your termination from separate agreements shall be applicable.
ME is also free to terminate (or suspend access to) your use of Ask Frank or your account for any reason in our discretion, including your breach of these Terms. ME has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will use reasonable efforts to provide you with notice of our termination of your access to Ask Frank, where, in ME sole discretion, failure to do so would materially prejudice you. You agree that ME will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access Ask Frank. On termination, Frank stops any ongoing checks and follow-ups started by you. Correspondence already sent to, or received from, third parties remains part of the relevant engagement and is retained and deleted as described in the Data Protection Notice.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, releases, disclaimers of warranties, any terms regarding ownership or intellectual property rights, choices of law and judicial forum, and terms regarding disputes between us.
12. ACCESS AND MONITORING
ME and its subcontractors may access User’s account and Content as necessary to identify or resolve technical problems or respond to complaints about Ask Frank or as may be required by law. ME shall also have the right, but not the obligation, to monitor Ask Frank to determine User’s compliance with the Terms. Without limiting the foregoing and with two (2) days prior notice, ME shall have the right to remove any material submitted to Ask Frank that ME finds to be in violation of the provisions of these Terms. Authorised ME staff may review relevant messages and files to help Users, to check outgoing communications or to resolve problems. This access is limited to what is necessary for those purposes, is logged (recording who did what and when) and is described in the Data Protection Notice.
13. CONTENT – SUBMISSIONS
User submitted material (whether submitted through registration, participation, public sharing, posting, uploading, linking, downloading and transferring, commenting, chatting) may include, but is not limited to description of materials, company information, profile pictures and photographs, banners, files, documents, scanned materials, videos or other content provided by Users and third parties, scanned material, graphics, art, software, code, data, text, video, scripts, codes, photos, audio, opinions, descriptions, messages, files, documents, designs, models, images, audio-visual works, musical compositions, sound recordings, your specific output generated by , postings, your and/or other persons’ names, likenesses, voices, screen names, profiles, actions, appearances, performance and/or other biographical information, Supplier Content or other materials on Ask Frank. The User maintain ownership of and responsibility for the Content while using Ask Frank. ME does not claim ownership of any Content that you or other User’s post, upload, submit or otherwise provide to Ask Frank.
You are solely responsible for establishing the appropriate level of permissions (Visibility) to your Content.
Private briefs. Briefs, requirements, notes and instructions that you give to Frank are private to you and your company, in accordance with the permissions on your account. They are not shown to other Users, and they are disclosed to companies that Frank contacts only as set out in Section 5 (limited disclosure) or as you instruct.
Saved work and Frank’s memory. Frank saves your conversations, files and research, including any business details you share as part of a request, so that you can return to your work and continue without repeating everything. Frank may reuse relevant information from your earlier work. Information given for a request stays associated with that request. Company-wide rules and authorised company records may be used to support your colleagues, but another member’s private conversations remain private, and where an email includes recipients outside your company, your earlier private work is not used. Memory is a convenience: ME does not guarantee that Frank will remember every fact, instruction or decision, and you should restate anything that is critical.
In terms of Ask Frank rights, permissions and licenses contained herein, you represent and warrant that you either own or have all the necessary intellectual property rights in the Content and that your Content is non-infringing on the patent, copyright, trademark or other intellectual property rights of others. Do not post, upload, submit or otherwise provide Content to Ask Frank that is protected by the intellectual property rights of others, unless you own or have the necessary rights or licenses to do so. YOU, AND NOT ME, ARE LIABLE FOR ANY DAMAGES AND PENALTIES RESULTING FROM INFRINGEMENT OF COPYRIGHTS, PROPRIETARY RIGHTS, OR ANY OTHER HARM ARISING FROM SUCH SUBMITTING, POSTING, OR PROVIDING OF CONTENT.
ME reserves the right to remove any Content from Ask Frank, suspend or terminate User’s right to use Ask Frank in case of a breach of these Terms or pursue any other remedy or relief available to the ME and/or Ask Frank under law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if ME is concerned that user may have breached the immediately preceding sentence).
The User, in the capacity of Supplier, will upload materials (whether submitted through registration, participation, public sharing, posting, uploading, linking, downloading and transferring, blogging, commenting, chatting, and/or bulletin board and forum participation) which may include, but is not limited to description of materials, company information, profile pictures and photographs, banners, files, documents, scanned materials, videos or other content provided by Users and third parties, graphics, art, software, code, data, text, video, scripts, codes, photos, audio, opinions, descriptions, messages, files, documents, designs, models, images, audio-visual works, musical compositions, sound recordings, postings, persons’ names, likenesses, voices, screen names, profiles, actions, appearances, performance and/or other biographical information or other materials on Ask Frank (Supplier Content). The User in the capacity of Supplier is solely responsible to establish the appropriate level of permissions (visibility) and configuration to protect its Content. If you, as a Supplier, make Content public or share it with another User, you grant that User a non-exclusive, non-transferable licence to view and download that Content and to use it for its own internal business and sourcing purposes, and to modify it to the extent necessary for those purposes. The licence is subject to any access restrictions, conditions or expiry that you set, and does not allow the User to publish, resell or pass the Content on to third parties without your permission.
You represent and warrant that you either own or have all the necessary intellectual property rights in the Content and that your Content is non-infringing on the patent, copyright, trademark or other intellectual property rights of others. Do not post, upload, submit or otherwise provide Content to Ask Frank that is protected by the intellectual property rights of others, unless you own or have the necessary rights or licenses to do so.
Any information or Content publicly posted or privately transmitted through Ask Frank is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and ME is not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through Ask Frank. We can’t guarantee the identity of any Users with whom you interact in using Ask Frank and are not responsible for which Users gain access to Ask Frank.
14. TRANSACTION DATA
Transaction data is the commercial information that Users provide in messages or files, such as the companies involved, materials, quantities, prices, delivery and shipping dates and references. The User maintains ownership of the Transaction Data.
15. ME’S AND USER’S RIGHTS TO USER CONTENT AND TRANSACTION DATA
Rights in User Content and Transaction data. This Section sets out the rights that ME and other Users have in User Content and in Transaction data, and the limits on those rights.
If you do post or submit User Content, and unless we indicate otherwise, you grant ME a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt, translate, display and otherwise process that User Content, for as long as you use Ask Frank and for as long afterwards as ME needs in order to comply with the law or to keep the records described in the Data Protection Notice, in each case as necessary to provide, operate, secure and support Ask Frank, to show the Content to the Users and companies you have chosen or authorised, and to enforce these Terms. ME may sub-license these rights to subcontractors and service providers (including hosting and AI providers) that act on its behalf for those purposes. You also allow ME to use the name that you submit in connection with User Content that you have made public, where that is needed to display it.
Private content. The licence in this Section does not entitle ME or other Users to publish or pass on private briefs, notes or internal instructions that you give to Frank, or documents and certificates that are confidential (including certificates filed from email replies, which are confidential by default), except as these Terms provide or as you or the owner of the document permit. ME uses such material to provide Ask Frank, including through the AI processing described in the Data Protection Notice.
You agree that the licence in this Section includes the right for ME to provide and improve Ask Frank, including by resolving disputes among Users and by making User Content available to the Users you have chosen or authorised. Where you have made Content public, it also includes the right to make that Content available to companies, organisations and individuals who partner with ME for the syndication, broadcast, distribution or publication of that Content on other media and services, subject to these Terms.
You grant ME a non-exclusive, worldwide, royalty-free right to use and analyse Transaction data and, in aggregated or anonymised form that does not identify you, any User Content, in order to operate, analyse and improve Ask Frank and the user experience (for example, to track delays, missing information and problems in communication). That right continues after your use of Ask Frank ends, but only for data that has been aggregated or anonymised.
Such additional uses by ME, or other companies, organizations or individuals who partner with MEV, may be made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through the MEV services.
ME may modify or adapt your User Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your User Content as are necessary to conform and adapt that content to any requirements or limitations of any networks, devices, services or media.
ME reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any User Content through the ME services, to suspend or terminate users, and to reclaim accounts.
ME also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
- satisfy any applicable law, regulation, legal process or governmental request;
- enforce the Terms, including investigation of potential violations hereof;
- detect, prevent, or otherwise address fraud, security or technical issues;
- respond to user support requests;
- improve Ask Frank and transactions on it;
- protect the rights, property or safety of ME, its users and the public.
16. OPERATION – FILE UPLOADING / DOWNLOADING
ME will make reasonable efforts to keep the server operational at all times, but ME does not guarantee that the server will be available for use at any particular time. There may be service interruptions due to hardware or software failures, periodic maintenance procedures, or other factors. Where service interruptions can be anticipated, ME will make reasonable efforts to post warnings on Ask Frank. You are responsible to keep your content protected.
17. FILE UPLOADING
By uploading Content to Ask Frank, you warrant that you are not uploading viruses, worms, Trojan horses or other malicious, illegal, or unlawful code which is designed to interrupt, destroy, or limit the functionality of any software or hardware.
You may upload any file type to Ask Frank in connection with your use of Ask Frank . You may not use Ask Frank to upload copyrighted material for which you are not the copyright owner or which you do not have appropriate permissions to reproduce. You also should not upload Content that do not clearly relate to the ongoing discussions in Ask Frank. You are responsible for securing permissions to post any copyrighted material.
Attachments, certificates and document permissions. Files reach Ask Frank as uploads in web chat or as email attachments, and the default permissions are not the same for both. A certification statement shown on a profile and the underlying certificate file have different visibility: showing the statement does not make the file available to other Users. Certificates filed from a company’s email replies are confidential by default. Filing a certificate does not mean that ME has verified its authenticity or the statements in it (see the definition of Certificates). Documents specific to a material may be attached to that material. Companies can use document visibility and access-request controls to decide who may see a document. Sharing a document with one requester is not publication to a wider audience, and a document that a company sends in reply to an introduction is not passed to a User merely because that company appears in the User’s Dossier. A document sent in response to a User’s Enquiry forms part of that exchange.
18. FILE DOWNLOADING
ME is not responsible for the contents of any files present on Ask Frank (except for file postings by ME). ME has not formally tested these files and therefore cannot make any representations regarding their quality, safety or suitability. In particular, ME will not support the use of any particular file downloaded from Ask Frank. All files downloaded from Ask Frank are used entirely at the risk of those Users. In particular, ME does not certify that any executable (EXE) file present in Ask Frank is safe to run on any computer system. There are inherent dangers in the use of any software found on the Internet, and ME cautions you to make sure that you completely understand the risk before retrieving any software on the Internet. Users should take standard precautions when downloading and using any files from Ask Frank, including checking files for the presence of any viruses.
19. INTERACTIONS BETWEEN DIFFERENT SUBJECTS ON ASK FRANK
Ask Frank is open to all points of view on the intended business-related topics, and ME is committed to maintaining a comfortable environment for all visitors. ME encourages participation as exchanges of information, perspectives and ideas provide important benefits to all participants. As a participant you must interact with other Users respectfully, as you would in any public or professional arena. If you disagree with the statements of another User, it is acceptable to engage in polite, mature debate. Name-calling, personal attacks, harassment, and other aggressive postings or behavior are not permitted.
Your interactions with organizations and/or individuals found on or through Ask Frank (including companies that Frank researches or contacts on your behalf), including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ME shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on Ask Frank, or between Users and any third party, you agree that ME is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release ME, its directors, officers, employees, contractors, advisors, agents, and successors from loss, expenses, claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.
ME has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party services or by any third party that you interact with through Ask Frank. In addition, ME will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Ask Frank and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using Ask Frank, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
20. DISCLAIMER OF WARRANTY
YOU EXPRESSLY AGREE THAT YOUR ACCESS OR USE OF ASK FRANK IS AT YOUR SOLE RISK. NEITHER ME, ITS EMPLOYEES, AFFILIATES, AGENTS, LICENSEES, LICENSORS, NOR THE LIKE WARRANT THAT ASK FRANK WILL BE UNINTERRUPTED OR ERROR FREE. NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS OR USE OF ASK FRANK, OR AS TO THE QUALITY, ACCURACY, OR RELIABILITY OF ANY CONTENT OR OTHER MATERIAL PROVIDED THROUGH ASK FRANK. ASK FRANK IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ME, ITS EMPLOYEES, AGENTS, LICENSEES, LICENSORS, OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE. FRANK IS AN AI SYSTEM AND CAN MAKE MISTAKES; YOU SHOULD CHECK ANYTHING THAT MATTERS TO YOU BEFORE RELYING ON IT.
21. LIMITATION OF LIABILITY AND INDEMNITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ME, ITS REPRESENTATIVES AND ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING ASK FRANK, SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT, DAMAGES (INCLUDING DAMAGES: (i) THAT RESULT FROM RELIANCE BY YOU ON ANY CONTENT OR OTHER MATERIAL OBTAINED ON ASK FRANK, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF CONTENT, FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE; OR (ii) RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY, THEFT OF DATA, LOSS OF PROFITS OR INVESTMENT, ACCOUNTING POSITIONS TAKEN BY YOU, OR THE LIKE; WHETHER OR DUE TO ACTS OF GOD, COMMUNICATIONS FAILURE, DESTRUCTION OR UNAUTHORIZED ACCESS TO ME’S RECORDS, PROGRAMS, OR SERVICES, or OTHERWISE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT. THESE LIMITATIONS MAKE IT POSSIBLE FOR ME TO PROVIDE ASK FRANK TO YOU. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, SERVICES, OR OTHER MATERIAL AVAILABLE THROUGH ASK FRANK. IN PARTICULAR, FRANK’S RESEARCH DRAWS ON INFORMATION BEYOND THE SOURCING HUB’S OWN DATA, INCLUDING THE OPEN WEB AND INFORMATION SUPPLIED BY THIRD PARTIES, WHICH ME DOES NOT VERIFY. PROFILES, QUOTATIONS, CERTIFICATES AND OTHER INFORMATION OBTAINED OR CREATED IN THIS WAY MAY BE INCOMPLETE, OUT OF DATE OR INACCURATE. ME GIVES NO WARRANTY THAT ANY COMPANY IDENTIFIED BY FRANK IS SUITABLE, RELIABLE, AUTHORISED OR WILLING TO RESPOND, AND A COMPANY’S INCLUSION IN A DOSSIER IS NOT AN ENDORSEMENT OR VERIFICATION OF IT.
You agree to defend, indemnify, and hold harmless ME, its officers, directors, employees, affiliates, agents, licensees, licensors, or the like from any losses, damages, liabilities, claims and expenses (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions), related to any claim arising out of any breach by you of this Terms or arising in connection with your placement, posting, submission, or transmission of any Content on or to Ask Frank. You shall use your best efforts to cooperate with us in the defence of any such claim.
ME, at its own expense, will defend any action brought against the User based on a claim that Ask Frank infringe a third-party patent, copyright or trademark and, at its option, will settle any such action or will pay any final judgment awarded against the User, provided that:
- ME shall be notified promptly in writing by the User of any notice of any such claim;
- ME shall have the sole control of the defence of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and
- the User shall cooperate fully at ME’s expense with ME in the defense, settlement or compromise of such claim. If a claim described in this section occurs or, in ME’s opinion, may occur, ME may terminate the ME Services and grant the User a credit equal to the unused, prepaid subscription fees paid for the applicable terminated portion of Ask Frank.
This section states ME’s sole and exclusive liability, and ME’s sole remedy, for any and all claims relating to infringement of any intellectual property rights.
22. OWNERSHIP AND CONFIDENTIALITY
Ownership of Ask Frank, any related documentation, copies, modifications and derivatives of the foregoing or documentation (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of ME.
Frank AI Intellectual Property: We own all rights, title, and interest in and to the Services, including any software, algorithms, designs, trademarks, or other intellectual property rights.
ME hereby reserves all rights in and to Ask Frank not expressly granted in these Terms. Nothing in these Terms shall limit in any way ME’s right to develop, use, license, create derivative works of, or otherwise exploit Ask Frank or to permit third parties to do so.
Your confidential information. ME will treat your private briefs, confidential documents and other non-public Content as confidential. ME will use them only to provide and support Ask Frank, to comply with the law and as these Terms otherwise permit, and will disclose them only to personnel, subcontractors and providers who need them for those purposes and are bound by confidentiality obligations. This does not apply to information that is public, was already known to ME or was developed independently. Non-public information that another User or company shares with you through Ask Frank may be used only for the purpose for which it was shared.
The User shall not and shall not attempt to:
- modify, reverse engineer, translate, disassemble, or decompile Ask Frank, or cause or permit others to do so or derive its algorithms from its use;
- create derivative works of Ask Frank;
- authorize or permit a third party to access Ask Frank using User’s issued logins or passwords. All non-public information regarding Ask Frank and its performance, including any analyses and benchmarking that the User may perform, shall be deemed the confidential information of ME and User shall not disclose to any third party or use for any purpose other than exercising its rights hereunder;
- access Ask Frank in order to:
- build a competitive product or service; or
- copy any ideas, features, functions, or graphics of Ask Frank; and
- remove any title, trademark, copyright, and/or restricted rights notices or labels from Ask Frank.
Violation of any provision of this section shall be the basis for immediate termination of these Terms and your account by ME.
The terms of this section shall survive the termination of these Terms.
23. COMPETITION LAW COMPLIANCE
Users acknowledge that Ask Frank may provide access to market-related information, including pricing, benchmarking, or supplier-related data.
Users agree that Ask Frank shall not be used for the purpose of coordinating pricing, restricting competition, sharing competitively sensitive information in violation of applicable competition laws, or engaging in any anti-competitive conduct.
Brand and other Users shall ensure that their use of Ask Frank complies at all times with applicable competition, antitrust, and fair trade laws.
ME does not monitor or control independent commercial decisions of Suppliers or Brands or other Users and shall not be responsible for any anti-competitive conduct of the Users.
24. MARKET INFORMATION DISCLAIMER
Any pricing, benchmarking, or market-related information made available through Ask Frank is provided for informational purposes only and is derived from aggregated and/or anonymised data where applicable.
ME does not recommend, set, influence, or coordinate pricing or commercial strategies of any User of Ask Frank.
All commercial decisions remain solely the responsibility of the respective User.
25. THIRD-PARTY COMPETITION CLAIMS
Brand and other Users shall indemnify and hold harmless ME against any claims, investigations, penalties, or damages arising from Brand’s or other Users’ misuse of Ask Frank in violation of applicable competition laws.
ME shall not be liable for any regulatory action, investigation, or claim resulting from the independent commercial conduct of Brand or any other User.
26. APPLICABLE LAW AND JURISDICTION
Ask Frank is operated and administered from Sweden. By accepting these Terms, you agree that the substantive laws of the Sweden (conflict of law’s provisions excluded) shall apply to all matters arising or in connection with your use of Ask Frank. Any dispute, controversy or claim (“Dispute”) arising out of or relating to these Terms, including the formation, interpretation, breach or termination thereof, shall first be faithfully negotiated by the Parties to settle it amicably.
In the event no resolution or settlement can be achieved as set forth in the preceding paragraph within 30 days of notice of the Dispute, such Dispute shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one (1) or three (3) arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration section will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other party.
27. MISCELLANEOUS
These Terms supersede all prior written or oral agreements and understandings between you and ME concerning Ask Frank, and the subject matter herein. In the event any provision of these Terms is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any and all other provisions of the Terms. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of that right in any other circumstances or a waiver of any further rights.
28. USE OF ASK FRANK
In your use of Ask Frank, you agree to act responsibly in a manner demonstrating the exercise of good judgment and in compliance with these Terms. For example and without limitation, you agree not to (i) use Ask Frank for any purpose in violation of local, state, national, or international laws; (ii) insert your own or a third party’s advertising, branding, or other promotional content into any of the Content or use, redistribute, republish, copy, or exploit the Content in any way or for any further commercial or promotional purposes; (iii) infringe or violate the rights of any third party, including without limitation, intellectual property, privacy, publicity, or contractual rights; (iv) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses, or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through Ask Frank or the services offered on or through Ask Frank, including without limitation any information residing on any server or database connected to Ask Frank; (v) interfere with, interrupt, damage, disable, overburden, or impair Ask Frank, the Content, or the services made available on or through Ask Frank, including, without limitation, through the use of viruses, cancelbots, Trojan horses, harmful code, ping floods, denial of service attacks, packet or IP spoofing, forged routing, or electronic mail address information or similar methods or technology; (vi) attempt to gain unauthorized access to any portion of Ask Frank or other computer systems through Ask Frank; (vii) misrepresent your relationship with, or impersonate, any other person or entity; (viii) link any other service or website to Ask Frank; or (ix) assist any third party in doing any of the foregoing.
You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with Ask Frank, or any Content thereof, or make any unauthorized use thereof. You agree that you shall not use Ask Frank in any manner that could damage, disable, overburden, or impair Ask Frank or interfere with any other party’s use and enjoyment of Ask Frank. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through Ask Frank.
With respect to your use of Ask Frank, you acknowledge and agree we may monitor and retain all communications by you and that we may disclose information we have about you to comply with applicable laws and regulations, or should we investigate your use or any complaint about your use, including without limitation any legal action related to such use. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to ME, for which monetary damages would be inadequate, and you consent to ME obtaining any injunctive or equitable relief that ME deems necessary or appropriate in such circumstances.
These remedies are in addition to any other remedies ME may have at law. Further, if we do take any legal action against you as a result of your violation of these Terms, you agree ME will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to ME.
The following Content and conduct are not allowed in Ask Frank and are cause for account suspension or termination without explanation or prior notice:
- You agree not to engage in, promote, or advocate any illegal activity or fraudulent schemes of any kind – including, but not limited to, money laundering, tax evasion, securities fraud, and pyramid or multi-level marketing schemes – through your postings or other use of Ask Frank.
- Do not submit Content that you know is false, inaccurate, libellous, or otherwise misleading in any way, and do not mislead ME or others regarding the origin of posted Content.
- Do not submit Content that contains any computer viruses, worms, or other potentially damaging computer programs or files
- You must not intentionally impersonate or misrepresent your business or qualifications.
- Do not post or transmit Content you do not have the right to post or transmit under law (such as copyright, trade secret or securities) or due to your personal contractual or fiduciary relationships.
- Do not post Content that violates any applicable law or regulation, including, without limitation, the rules and regulations of the national or other securities exchanges, (especially and including the rule against making false or misleading statements to manipulate the price of any security).
- You may not use Ask Frank in any manner that could damage, disable, overburden, or impair ME servers or networks, or interfere with any other user’s use and enjoyment of Ask Frank.
- You may not attempt to gain unauthorized access to any services, screen names, computer systems or networks, through hacking, password mining or any other means. Indecent, profane, sexually explicit, obscene, or pornographic material of any kind – including masked profanity where symbols, initials, intentional misspellings, or other characters are used to suggest profane language – is prohibited. Threats, personal attacks, abusive, defamatory, derogatory, or inflammatory language, or stalking or harassment of any individual, entity or organization is prohibited.
- Discriminatory or hateful speech of any kind regarding age, gender, race, religion, nationality, sexual orientation, or disability is prohibited.
- You agree not to engage in any spamming or excessive posting, or submit Content that is disruptive, off topic, deliberately intended to have a negative impact on the Community or its users, or otherwise interfere with the ability of others to enjoy or comfortably use the Community.
Common Courtesy, Complaints and Etiquette
- Do not post personal data or identifying information about another person, such as addresses, email addresses or phone numbers, unless it is a legitimate business contact that you provide for a request or for another business purpose, and use care in posting your personal or identifying information.
- Maintain courtesy and follow good posting etiquette. Posting with ALL CAPS, HTML tags, or excessive typographic symbols may result in your post being removed.
- Ask Frank should not be used to report a ME service issue. To get help with an issue, please visit our Technical Support site at www.material-exchange.com. Any posts complaining about an individual ME service issue are subject to removal.
- Do not engage in disruptive, antisocial or destructive acts, including “flaming,” “flooding,” “spamming,” “griefing” and “trolling,” as those terms are commonly understood.
Ask Frank is solely a B2B sourcing platform, providing its services strictly to businesses and is not intended in any way to provide to natural persons which may be treated under the applicable laws as consumers even though ME cannot prevent them from viewing areas of Ask Frank that are made public or prevent them to register on Ask Frank. ME reserves the right to refuse service, terminate your account or your access to Ask Frank, and/or cancel orders in its sole discretion, including, without limitation, if the ME believes that User conduct violates applicable law or is harmful to the interests of the ME.
29. SOLICITATIONS AND PROMOTIONS AND OTHER COMMERCIAL USE
You agree not to post, or otherwise make available in Ask Frank, any Content or Third party Ask Frank, with the intent of harming the flow of information and/or participation in a Ask Frank that is competitive with or which otherwise benefits competitors of ME, including but not limited to promoting competing sites that provide message boards, forums, chats, blogs, etc.
Posting unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or pyramid or multi-level marketing schemes, or using automated means, including spiders, robots, crawlers, data-mining tools, or other means to download data from Ask Frank is prohibited.
Do not employ any type of bots for the use of scrolling, showing multiple screens, or other activities that might disrupt online communication.
Do not use Ask Frank to send identical and irrelevant submissions to many different discussion groups, mailing lists or communities. You agree to not obtain email address of Ask Frank members with the intent to contact members of this community directly to promote your business or services without express consent and approval of the members you are contacting.
30. COPYRIGHT AND INTELLECTUAL PROPERTY VIOLATIONS
Infringement on any party’s copyright, patent, trademark, trade secret, intellectual property or other proprietary rights, or right of publicity or privacy is prohibited and is the sole responsibility of the User.
By submitting any Content to Ask Frank, you warrant and represent that you are the copyright owner of the Content or that the copyright owner of the Content has granted you permission to use such Content consistent with the manner and purpose of your use.
Using Ask Frank to distribute unauthorized copies of copyrighted material, including photos, artwork, text, recordings, designs, computer programs, or derivative works of such programs is prohibited and subject to removal.
These Terms constitute the entire agreement between you and the ME with respect to the use of Ask Frank, and Content. Thank you for your cooperation. Questions or comments regarding Ask Frank should be submitted to support@material-exchange.com.
31. NOTICE ON USE OF AI
As you may have noticed, ME offers you the possibility to communicate with advanced artificial intelligence (AI) system through Frank, our AI sourcing assistant developed by ME and its partners in order to help you navigate your needs and desires related to products and services offered on Ask Frank.
The results and answers you get through use of AI are all based on the content of Ask Frank, on information that Frank is permitted to search and on research of the open web, but may be inaccurate, incomplete or out of date. Frank is an AI system and can make mistakes. ME does not make any warranty as to the results that may be obtained from the use of AI or the accuracy of any other information obtained through AI. You understand and agree that any content or output obtained through the use of AI is provided “as-is” and obtained at your sole risk. Some results could be confusing and do not always represent our views. Please verify important information and check with an experienced professional if there is information you disagree with or have questions about. We are continuing to refine this prototype to improve the quality of results, but please be cognizant of the questions you are asking in order to avoid inappropriate use.
The AI feature – LLM is provided by third-party providers. Personal data in your messages may be processed by those providers as described in the Data Protection Notice.
You can enjoy every advantage of use of AI on Ask Frank without providing more personal data than your request needs; please do not include special categories of personal data (such as health data) or other sensitive information in your messages.
What Frank does and does not do. Frank researches, drafts and, within the approval rules described in Section 5, sends Enquiries and follow-ups on your behalf, and files the replies it receives. Frank does not buy products, place orders, accept quotations, make payments or enter into commitments for you; it does not verify the information, documents or certificates that it finds or receives; and its research and recommendations are informational, may be incomplete or out of date, and are not legal, technical, compliance or other professional advice. You should verify important information, such as specifications, certifications, prices and legal or compliance matters, before you rely on it. Frank can make mistakes. It may misunderstand a request, misstate or omit information, misidentify a company or send an Enquiry that is inaccurate or incomplete, and what it reports, including any profile, quotation, certificate or comparison, may be wrong. You remain responsible for decisions taken on the basis of Frank’s output and for checking it before you rely on it. Frank is an AI assistant, and says so in communication.
AI-Driven Sourcing: Frank AI uses artificial intelligence and machine learning to provide sourcing recommendations, facilitate communication between Brands and Suppliers, and streamline the sourcing process.