THIS IS A LEGAL AGREEMENT BETWEEN YOU, A PERSON OR ENTITY WHO REGISTERS AND USES SOLUGENCE.COM SERVICE ON BEHALF OF HIMSELF/HERSELF OR A BUSINESS, GOVERNMENT OR NON-PROFIT AGENCY (“End User”, “User” or “Customer”) Solugence, Inc (“Solugence”) REGARDING CUSTOMER’S USE OF SOLUGENCE.COM SERVICES (“Service”,”Platform”). BY CLICKING “I ACCEPT” OR BY USING THE SERVICE, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.
- Agreement means this Solugence Web Services Agreement together with any rules and restrictions that may apply at the time.
- Confidential Information means the Solugence Service and any information disclosed by Solugence to User or discovered by User on his/her own accord, either directly or indirectly, in writing, orally, or by inspection of tangible objects relating to the Solugence Service.
- Customer’s Data or User’s Data means any data or material submitted by Customer during their use of the Solugence Service.
- Effective Date means the day the Customer clicks to accept this Agreement, or uses the Solugence Service, whichever is earlier.
- Solugence Site means the web site located at http://www.Solugence.com or related sub-domains.
- Solugence Service (or “Service”) includes but is not limited the Solugence published content, software category creation, internal software solution matching algorithm, and all other services with the goal of assisting a customer find a software solution that Solugence makes available to Users over the Internet by means of the Solugence Site for collaborating on product and services evaluations, vendor sourcing, procurement, sales and marketing purposes.
SCOPE OF SERVICE; USAGE; ACCOUNTS; CUSTOMER DATA
Solugence shall provide access to Customer to Solugence platform to be hosted and operated on Solugence’s and associated third-party computer servers and any applicable additional services in accordance with the terms of this EULA and the terms on Solugence Site. Users may use the platform to evaluate and find various products and services if they are prospective buyers, or if they are vendors, they may use the Service to become eligible to be matched to prospective buyers.
1. Buyer or Prospective Buyer refers to a user that is in the process of evaluating any products and services for his/her own use or use by the entity he/she is representing.
2. Vendor refers to a user that has a product or service, or represents an entity that has a product or service that he/she would like to market to Buyers.
3. Types and Cost of Service. There are two types of Solugence Services: (i) Buyer Matching and Vendor Matching. The functionality for both services is defined by Solugence and is subject to change at any time. There are no fees associated with the Buyers. The associated fees for Vendor Matching aspects of the Service are subject to change from time to time but will be clearly communicated to vendors ahead of their effective date and subject to a period of negotiation.
4. Quality of Service. Solugence’s intention is to provide Service to both Buyers and Vendors, and the Service is to be used on an “as is” basis. Solugence verifies the data presented within reasonable means but does not provide any 100% guarantee, implicit or explicit, of any kind whatsoever to Buyers or Vendors. Solugence does not guarantee the authenticity, reliability or assurance to Buyers regarding the performance of the vendor solution or service provided. Also, Solugence does not provide any guarantee, explicitly or implicitly, to Vendors that any leads will ever seek to purchase products or services from Vendor or will ever become customers of Vendor.
5. To find customers or software solutions, a User may create one or more software profiles in the category that is being sought/provided. For customers, category may be shared amongst other individuals that are necessary to be involved during the requirements gathering and buying process. For vendors, the Solugence account created may be shared with other individuals who represent products or possess the expertise to properly represent their products on the Solugence platform.
6. User’s or Customer’s Data. Solugence does not own any of the Customer’s Data. Customer is solely responsible for the accuracy, integrity, and legality of Customer’s Data. Notwithstanding anything to the contrary in this Agreement, Solugence shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Customer’s Data. Customer shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code, or data which violates the rights of any individual or entity established in any jurisdiction including, without limitation, medical information, credit card information or social security numbers, driver’s license or personal identification numbers or account numbers on, to or from the Solugence Service. Customer represents and warrants that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Customer’s Data uploaded or submitted to the Solugence Service and its use of the Solugence Service and performance of its obligations under this Agreement. Customer will indemnify, defend and hold Solugence harmless from any claims, losses and causes of action arising out of or related to Customer’s breach of this Section 2.8. In the case of Solugence Community edition Users, Solugence may share User’s Data and/or usage statistics with one or more paying third-parties, in order to be able to provide Service for free to User.
7. User IDs and Security. A User may invite and allow any other User to use the Solugence Service. User is entirely responsible for maintaining the confidentiality of its own User IDs and Account information, as well as maintaining the confidentiality of any Entities they are associated with on Solugence. User acknowledges and agrees that as between the parties, User is solely responsible for User’s use of Solugence and all acts, omissions and use of User IDs or passwords or in connection with Solugence.
8. Use of Mutual Non-Disclosure Agreement (MNDA). Solugence provides MNDA templates, Requirements Templates and other such resources within Solugence purely for the convenience of Users on an “as is” basis. Users are expected to obtain qualified legal and other professional advice prior to utilizing or relying on these resources provided within Solugence or subsequent to being connected to a matched customer or vendor. Solugence does not represent that any of these resources provided are error-free, or that they are suited for User’s use, nor is Solugence responsible for any consequences from the User’s use of these resources within Solugence.
USER CONDUCT/ACCEPTABLE USE POLICY
Users may not use the Solugence Service in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Users may not use the Solugence Service to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Solugence or others. Users are entirely responsible for the content of, and any harm resulting from any of their postings or submissions to the Solugence Site and Solugence Service (collectively, “Contributions”). As a User or Customer, when you create or make available a Contribution, you represent and warrant that you:(a) will not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the Solugence Site, computer systems and network, or the Solugence Service and will not post Contributions that constitute, contain, install or promote spyware, malware or other computer code, whether on Solugence’s or others’ computers or equipment, designated to enable you or others to gather information about or monitor the online or other activities of another party;
(b) will not attempt to interfere with any other person’s use of the Solugence Service;
(c) will not misrepresent your identity or impersonate any person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity. This includes linking with (or attempting to link), or claiming access (or attempting to claim access) to a Company or any associated artifacts and resources including Projects and Products within Solugence if you are not employed by or affiliated in an official capacity with that company. Such an action may result in Solugence revoking access to that Company and all associated artifacts and resources and in turn, granting those to other authorized users.
(d) will not attempt to gain access to any account, computers or networks related to the Solugence Service without authorization;
(e) will not attempt to obtain any data through any means from the Solugence Service, except if we intend to provide or make it available to you;
(f) will not attempt to charge others to use the Solugence Service either directly or indirectly;
(g) will not use the Solugence Service to participate in pyramid schemes or to transmit chain letters, or to create an undue burden on the Solugence Site or the networks or services connected to the Solugence Site, including, without limitation, hacking into the Solugence Site, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications;
(h) will not use the Solugence Service for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited e-mail or communications or unsolicited commercial e-mail or other communications or engaging in unauthorized faming of, or linking to, the Solugence Site without the express written consent of Solugence;
(i) will not post Contributions that (1) are defamatory, damaging, disruptive, unlawful, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable or incite, encourage or threaten immediate physical harm against another, including but not limited to Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (2) contain material that solicits personal information from anyone under 18 or exploits anyone in a sexual or violent manner;
(j) will not use the Solugence Service to send or otherwise make available, any Contribution unless you own or have sufficient rights to such Contribution or have received all necessary consents to post such Contribution;
(k) will not post Contributions that violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of Solugence or any other person;
(l) have fully complied with any third-party licenses relating to Contributions, agree to pay for all royalties, fees and any other monies owning any person by reason of Contributions that you posted to or through the Solugence Site;
(m) will not use the Solugence Service to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property;
(n) will not use the Solugence Service to download any material sent by another user of the Solugence Service that you know, or reasonably should know, cannot be legally distributed in such manner;
(o) will not use the Solugence Service to violate any code of conduct or other guidelines which may be applicable to the Solugence Service or the Solugence Site;
(p) will not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by Solugence in connection with the Solugence Site, Solugence Service; or
(q) will not post Contributions that contain advertisements or solicit any person to buy or sell any products or services (other than those provided and approved by Solugence).
A User shall not: (a) rent, lease or loan the Solugence Service; (b) conduct automated functionality tests or load tests on the Solugence Service; (c) attempt to gain access to data that is not User’s Data, or use a disproportionate amount of the Solugence Service that interrupts or degrades the Solugence Service; or (d) use the Solugence Service in any manner that violates any applicable law or regulation, including without limitation any third party copyright or other intellectual property or proprietary right.
MAINTENANCE AND SUPPORT
Solugence will provide maintenance and support services of Solugence in accordance with the terms of this Agreement. Solugence’s obligations, if any, to provide maintenance and support is subject to the following: (a) User shall provide Solugence with access to itself and its personnel to duplicate and resolve errors; (b) User shall provide supervision, control and management of the use of the Solugence Service; (c) User shall document and promptly report all errors or malfunctions in the Solugence Service to Solugence, and (d) User shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Solugence.
Cost of Fees.
There are no fees associated with a Customer’s use of the Solugence platform. A vendor is responsible for all taxes, other than taxes levied on Solugence’s income. Fees do not include any applicable taxes.
TERM, TERMINATION AND SURVIVAL
- This Agreement shall begin on the Effective Date and continue until terminated by either Solugence or User in accordance with this Agreement. Customer can terminate this Agreement via written notice or email to Solugence at email@example.com.
- Either party may immediately terminate this Agreement as follows: (a) if either party materially breaches its obligations under this Agreement and fails to cure such breach within thirty (30) days after it has been notified in writing of such breach; or (b) if either party has instituted against it any proceedings seeking relief, reorganization or arrangement under any laws relating to insolvency and such proceeding is not resolved within sixty (60) days.
- All provisions of this Agreement, which by their terms or import are intended to survive such cancellation or termination, shall survive.
NO LICENSE; INTELLECTUAL PROPERTY OWNERSHIP
Solugence hereby reserves all right, title and interest in and to the Solugence Platform and all intellectual property rights related thereto not expressly granted in this Agreement. A User shall not reverse engineer or otherwise attempt to derive source code from the Solugence Site or any associated artifacts.
- “Confidential Information” shall have the meaning as defined above within this Agreement.
- Non-Disclosure and Non-Use Obligation. Recipient shall not make use of (except for purposes of this Agreement), or disseminate or in any way disclose Discloser’s Confidential Information. Recipient shall treat Discloser’s Confidential Information with the same degree (but not less than a reasonable degree) of care as it accords its own confidential information. Recipient may disclose Confidential Information only to its employees who need to know such information and certifies that its employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Recipient will immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information and will use all commercially reasonable efforts to assist Discloser in remedying any such unauthorized use or disclosure.
DISCLAIMER OF WARRANTY
USER AGREES THAT USER’S ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE SOLUGENCE SERVICE IS AT USER’S SOLE RISK. THE SOLUGENCE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND SOLUGENCE AND ITS CONTRACTORS AND LICENSORS, AS APPLICABLE, MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. USER ACKNOWLEDGES THAT THE OPERATION OF THE SOLUGENCE SERVICE MAY NOT BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE. THE SOLUGENCE SERVICE MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND SOLUGENCE SHALL NOT BE RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO CUSTOMER.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLUGENCE AND ITS CONTRACTORS OR LICENSORS, WILL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ACCESS TO OR USE OF THE SOLUGENCE SERVICE, EVEN IF SUCH PARTIES WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY FOR ANY AND ALL OF CUSTOMER’S CLAIMS AGAINST SOLUGENCE AND ITS CONTRACTORS AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE VALUE PAID FOR USE OF THE SOLUGENCE SERVICE DURING THE 6- MONTH PERIOD PRIOR TO THE DATE A CLAIM IS MADE. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO SUCH CUSTOMERS.
INDEMNIFICATION BY CUSTOMER
Customer will defend or settle, at Customer’s expense, any action brought against Solugence based upon the claim that any modifications Customer makes to the Solugence Service or any combination of the Solugence Service with Solugence Service or other items not approved by Solugence infringes or violates any third party intellectual property right.
Customer shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.
This Agreement shall be governed by and construed under the laws of the State of Colorado, without regard to that state’s conflict of laws principles. Each party accepts unconditionally the jurisdiction and venue of the state and federal courts located in Denver County, Colorado. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Customer understands and agrees that its breach of this Agreement will cause Solugence irreparable damage for which recovery of money damages would be inadequate, and that Solugence shall therefore be entitled to obtain timely injunctive relief to protect Solugence’s rights under this Agreement in addition to any and all remedies available at law.
This Agreement is the entire agreement between the parties on the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venturer of the other. In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Customer may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Solugence and any prohibited assignment will be null and void. This Agreement will be binding upon and will inure to the benefit of the parties permitted successors and/or assignees. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.