BY CLICKING A BOX INDICATING ACCEPTANCE OF THESE VENDR PLATFORM TERMS AND CONDITIONS (THIS "AGREEMENT") OR BY SIGNING A DOCUMENT THAT INCORPORATES THIS AGREEMENT BY REFERENCE OR BY OTHERWISE USING OR ACCESSING THE VENDR PLATFORM (AS DEFINED BELOW) (THE "ACCEPTANCE"), YOU AGREE YOU HAVE READ AND ARE BINDING PARTNER (AS DEFINED BELOW) TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS BETWEEN VENDR, INC. ("VENDR") AND THE SUPPLIER ENTITY ("PARTNER") THAT HAS ENTERED INTO, OR ON OR ABOUT THE DATE HEREOF IS ENTERING INTO, THAT CERTAIN VENDR VERIFIED SELLER ENROLLMENT AGREEMENT (OR SIMILAR AGREEMENT) WITH VENDR PURSUANT TO WHICH VENDR FACILITATES SALES OF PARTNER’S PRODUCTS AND SERVICES TO ITS USERS (THE "PROGRAM AGREEMENT"). YOU, THE INDIVIDUAL ACCEPTING THIS AGREEMENT, REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND PARTNER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE VENDR PLATFORM.
This Agreement, by and between Partner and Vendr, is effective as of the date of Acceptance (the "Effective Date") and governs Partner’s use of Vendr’s online supplier portal, which allows Partner to review and respond to requests from Vendr users to purchase Partner’s products and services (the "Vendr Platform"). For clarity, this Agreement applies solely to Partner’s use of the Vendr Platform. This Agreement does not modify or affect the terms of the Program Agreement. Vendr reserves the right to change or modify portions of this Agreement at any time. If Vendr does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. Vendr will also notify Partner, either through the Vendr Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the Vendr Platform or changes made for legal reasons may become effective immediately. Partner’s continued use of the Vendr Platform after any such changes or modifications become effective constitutes acceptance of such changes or modifications. Each of Vendr and Partner may be referred to herein individually as a "Party" or collectively as "Parties".
Subject to the terms and conditions of this Agreement, Vendr hereby grants Partner the limited, non-exclusive, non-transferable, non-sublicenseable right to access and use the Vendr Platform solely for Partner’s internal business purposes.
Partner will not use the Vendr Platform for any purpose other than the purposes expressly set forth herein. Partner may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Vendr Platform; (b) modify, translate, or create derivative works based on the Vendr Platform; (c) use the Vendr Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels. Partner shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Vendr Platform, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.
Partner hereby grants to Vendr a non-exclusive, royalty-free, fully paid up, sublicenseable (through multiple tiers), transferable right and license to copy, distribute, display and create derivative works of and otherwise use the data, information and other content submitted or uploaded by Partner on the Vendr Platform (the “Partner Data”) solely in connection with facilitating the services described in the Program Agreement and as otherwise described in the Program Agreement. In furtherance of the foregoing, Partner acknowledges and agrees that Vendr’s access to and use of Partner Data, and similar content from Vendr’s other partners and users, is an integral and necessary part of Vendr’s provision of the Vendr Platform to Partner and that certain Partner Data will be shared with Vendr’s users in order to facilitate the services provided through the Vendr Platform. Notwithstanding anything to the contrary, Partner Data may be used by Vendr (a) to share specifically with the applicable prospect for which such Partner Data was provided; (b) to improve Vendr’s program that is the subject of the Program Agreement; and (c) to otherwise provide its services to its users, provided, in the case of this clause (c), such data will be in an anonymized, de-identified, and/or aggregated form.
Partner may from time to time provide suggestions, comments for enhancements or functionality or other feedback ("Feedback") to Vendr with respect to the Vendr Platform. Vendr will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Partner hereby grants to Vendr a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
Partner acknowledges and agrees that, as between the Parties, Vendr retains all right, title and interest in and to the Vendr Platform and all intellectual property rights therein and thereto. Vendr grants no, and reserves any and all, rights other than the rights expressly granted to Partner under this Agreement with respect to the Vendr Platform. Partner will acquire no right, title, or interest in and to the Vendr Platform other than the limited licensed rights expressly granted under this Agreement. Notwithstanding the foregoing, Partner retains all right, title and interest in and to the Partner Data except for the rights specifically granted to Vendr hereunder.
Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue until Partner’s Program Agreement expires or terminates.
In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Vendr Platform will immediately terminate, and Partner will cease use of the Vendr Platform.
Upon termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 1.2 (License Restrictions and Responsibilities), 1.3 (License to Partner Data), 1.4 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Term; Termination), 4 (Confidentiality), 5 (Disclaimer), 6 (Limitations of Liability),and 7 (General) will survive.
The Parties acknowledge that any information exchanged by the parties hereunder that otherwise constitutes "Confidential Information" or "Proprietary Information" or such other similar term under the Program Agreement will be deemed to fall within such definition and be protected as set forth in the Program Agreement.
THE VENDR PLATFORM IS PROVIDED ON AN "AS-IS" BASIS AND VENDR DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. VENDR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. VENDR DOES NOT WARRANT THAT THE VENDR PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE VENDR PLATFORM WILL BE SECURE OR UNINTERRUPTED.
EXCEPT FOR PARTNER’S BREACH OF SECTION 1.2 (LICENSE RESTRICTIONS AND RESPONSIBILITIES) ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
EXCEPT FOR PARTNER’S BREACH OF SECTION 1.2 (LICENSE RESTRICTIONS AND RESPONSIBILITIES), UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, that, either Party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignment or attempted assignment by either Party in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. Both Parties agree that this Agreement and the Program Agreement are the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever. All notices under this Agreement will be in writing and sent to the recipient’s address set forth above and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts as set forth in Program Agreement and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Partner acknowledges that any unauthorized use of the Vendr Platform will cause irreparable harm and injury to Vendr for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Partner further agrees that Vendr will be entitled to injunctive relief in the event Partner uses the Vendr Platform in violation of the limited license granted herein or uses the Vendr Platform in any way not expressly permitted by this Agreement. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.