USER’S TERMS OF USE
This agreement (“User’s Terms of Use”) governs the User’s acquisition and use of Procurement Foundry Services and access and use of the Website. Capitalized terms have the definitions set forth below or, which are otherwise incorporated by reference herein.
By registering for or otherwise utilizing this Service or Website, engaging in the PF Community, and/or otherwise participating in activities and services offered by or through Procurement Foundry, You agree to be bound by the terms of this agreement. As the individual accepting this agreement, You are accepting it on your own behalf and are bound by this Agreement. If You do not agree with this Agreement and/or do not want to be bound by it, You must not accept this agreement and You may not use the Services or the Website (or authorize or permit anyone else to do so). For further clarity, if You do not wish to be bound by the Terms, exit the Website now otherwise, by proceeding, you are accepting these Terms. You are also affirmatively representing that so long as you utilize the Website or any Services, that you are and will remain a procurement/supply chain professional. If, in Procurement Foundry’s sole opinion, you are not such an individual (e.g., if you are a salesperson), then you are not eligible to be a User and, if you are erroneously permitted onto the Website (or erroneously permitted to remain), you may be removed from the Website and the Services without any further notice to you.
Your remedy for dissatisfaction with this Website, or any products, Services, Content, PF Content, or other information available on or through this Website or through the PF community, unless otherwise set forth in the Terms, is limited to stopping your use of the Website and/or those particular products or Services involved. Your agreement with us regarding compliance with these Terms becomes effective immediately upon commencement of Your use of this Website or the Services.
This Agreement was last updated as of the date identified at the end of this Agreement. It is effective between the User and Procurement Foundry as of the earlier date of Your accepting this Agreement or otherwise utilizing the Website or the Services (the “Effective Date”). Procurement Foundry reserves the right, in its sole and unfettered discretion, to change these Terms from time-to-time without further notice to you. You acknowledge and agree that it is your responsibility to review this Website and the Terms periodically and to be aware of any modifications. Your continued use of the Website or Services after such modifications will constitute Your acknowledgment of the modified Terms and your agreement to abide and be bound by the modified Terms. No modification to these Terms shall be valid or enforceable against Procurement Foundry unless expressly agreed to by Procurement Foundry in a writing signed by a duly authorized officer of Procurement Foundry.
USE OF THIS WEBSITE AND PROCUREMENT FOUNDRY SERVICES IS LIMITED TO THOSE COUNTRIES WHERE IT IS PERMITTED. You must not use or access same elsewhere including, but not limited to, those in countries where it is restricted, prohibited or limited by local law, regulations, codes, or customs.
1. DEFINITIONS
“Additional Services” means services other than Services that are agreed by the User and Procurement Foundry in an Order Form.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” or “Terms” means this User’s Terms of Use, inclusive of and incorporating all other terms, conditions, and hyperlinks referenced herein, as if set forth herein at length, which, for avoidance of doubt, includes, Posting Terms, and the Privacy Policy.
“Beta Services” means Procurement Foundry services or functionality that may be made available to Member to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Content” means information obtained by Procurement Foundry from publicly available sources or its third-party content providers and made available to User through the Services, Beta Services or pursuant to an order form between them.
Data Controller,” “Personal Data” and “processing” shall have the meanings given to those terms under Data Protection Laws.
"Data Protection Laws” means any laws, rules, regulations, or other binding legal requirements related to privacy, data protection, or security and applicable to the processing of Personal Data, including but not limited to the California Consumer Privacy Act, as amended (CCPA);
“Member” means Company; provided, however, for purposes of the Procurement Foundry Perks Program (as defined in Schedule 1) only, “Member” includes both Company and its Affiliates (for so long as they remain Company Affiliates).
“Member” means a Person, other than the User, that authorized the User’s use of the Website (e.g., the User’s employer); provided, however, if you are registering for or otherwise using this service on your own behalf (i.e., not as authorized by another Person or by a Member), then, for purposes of these User’s Terms of Use, the terms “User” and “Member” have the same meaning and, you are bound as both a User and Member (you may also be referred to as an “Individual User/Member”).
“Member Data” means User Contact Information, and electronic data and other information uploaded by the User or by the Member and its other User to the Website, excluding Content and such PF Content that was not supplied by Member or its User.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means an order form, statement of work, or any other documentation that reflects the work undertaken by Procurement Foundry or its Affiliates at User’s or Member’s request and which forms a part of the Agreement.
“Person(s)” mean any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority, or other entity.
"PF Community” means a premier industry specific community where procurement and supply chain professionals can digitally (and at physical destinations) meet, gather, communicate, collaborate, and share industry knowledge and expertise to enrich their professional skills, knowledge, and professional network; and, which also provides participants the ability to enhance their individual and career growth, find valuable opportunities, and to add limitless value to enterprises that engage them.
"PF Content” means information, materials, files, videos, or other content comprising, contained in, supplied to, or distributed through the Website or Services (inclusive of Content and User Data (including user data from Members and other users)).
“Procurement Foundry” means Procurement Foundry, Inc. or such later successive Person identified in updates to these Terms.
“Reporting” means such then standard reporting as offered by Procurement Foundry, if any, to Users on its Website. Reporting, however, specifically excludes reports referring or relating direct communications and messages between and among users as well as those communications or messages directly between Users and others on the Website (e.g., other end users, responses to job postings, discount offerings by third parties to individual Users, etc.).
“Services” or “Basic Services” means the products and services that are provided to Users as part of the Procurement Foundry’s free offerings including access to the PF Community, access to the Website, Reporting, and such other Services as are accessible or otherwise available from time to time through the Website without cost. “Services” excludes Content, and services provided by anyone other than Procurement Foundry. We may change or end any Service or modify our prices prospectively, upon reasonable notice to the extent allowed under the law. For avoidance of doubt, corporate membership and the rights and privileges associated with same, are likewise excluded from Basic Services under these terms.
“User Contact Information” means business contact data about the User, such as your name and email address, that Procurement Foundry stores separate from the Services in order to, among other things, communicate with you related to Procurement Foundry’s provision and support of Services. User Contact Information is not considered PF Content.
"We,” “Us, “Our” (whether capitalized or not) means Procurement Foundry
“Website” means www.procurementfoundry.com and its and Procurement Foundry's affiliated websites, as well as Procurement Foundry’s Higher Logic communities, social media channels, Slack communities or channels, any mobile or application versions, and any services available therefrom and any other digital channel in which Procurement Foundry maintains an established presence through a service or application.
“You,” Yours,” “Your,” “User” (whether capitalized or not) means the individual Person that uses or otherwise accesses the Service and/or the Website and is thereby bound by these User’s Terms of Use .
2. ABOUT DATA ROLES AND RESPONSIBILITIES
2.1 Compliance and Roles. The parties agree that they will process Personal Data in connection with this Agreement as independent Data Controllers (as that term is defined by Data Protection Law). Procurement Foundry’s data practices as a Data Controller or Business (as that term is defined by CCPA) are set out in its Privacy Policy and User expressly acknowledges such practices. Where a party is a Data Controller, except where prohibited by Data Protection Law, the parties will not be deemed to be jointly processing Personal Data. Each party will comply with its respective obligations and duties under applicable Data Protection Law.
2.2 Restrictions. User agrees that it will not provide to Procurement Foundry or cause Procurement Foundry to process any sensitive categories of Personal Data (such as data concerning health, finances, sex life or sexual orientation, children or minors, or other data defined as sensitive or a special category of data under Data Protection Law). Procurement Foundry and its Users agree that they will not use the Services in further of decisions that results in the provision or denial of financial or lending services, housing, insurance, education enrollment or opportunity, criminal justice, employment opportunities, health-care services, or access to essential goods or services.
2.3 California. The obligations in this section apply with respect to any Personal Data provided by User to Procurement Foundry in connection with this Agreement that is “personal information” subject to the CCPA. Terms in this section have the meaning ascribed to them under the CCPA. Procurement Foundry agrees that: (1) it will use the personal information only for those purposes permitted herein; (2) it will provide the same level of privacy protection to the personal information as is required by the CCPA; (3) User has the right to take reasonable and appropriate steps to ensure that Procurement Foundry uses the personal information in a manner consistent with its instructions under the CCPA; (4) Procurement Foundry shall notify User if it makes a determination that it can no longer meet its obligations under the CCPA; and (5) User has the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of the personal information.
2.4 Users Outside of the USA: At User’s discretion, the provision of Procurement Foundry's Services may involve the processing of Personal Data from Users that are outside of the USA, which may require data transfer related to such non-USA Users. In such event, Member shall inform Procurement Foundry of processing, and the parties shall execute Controller to Controller terms as necessary to comply with Data Protection Laws. Member is solely responsible for notifying Procurement Foundry of such data processing.
2.5 Security. Each party shall establish and maintain reasonable safeguards to protect against the destruction, loss, alteration of, or unauthorized access to Personal Data provided by the other party.
3. USE OF SERVICES AND CONTENT
3.1 License to User. Subject to these Terms, Procurement Foundry grants User a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your own personal, non-commercial use (see description below). While the nature of this Website may create overlaps between commercial use and personal use, we ask Users of this Website and the PF Community to use their discretion and to err on the side of refraining from those activities that are intended to have commercial uses such as: using the Website to promote your own products or services, using the Website to gather customer feedback to improve your products or services; using the Website to conduct market research; using the Website to generate leads; and using the Website to sell advertising space. We do welcome personal uses such as: using the Website to learn about the industry; using the Website to connect with other professionals in the industry; using the Website to find resources and tools; using the Website to stay up-to-date on industry news and trends; and using the Website for general information. Unauthorized access to or use of the Website or the Content is a breach of these Terms and may be a violation of law. See also Posting Terms.
3.2 Website Content. Unless specifically permitted herein, no PF Content may be reproduced in any form or used by you without the prior written consent of Procurement Foundry. The Website and the PF Content (excluding Member Data that was posted by the User) found therein are, as between the User and Procurement Foundry, the property of Procurement Foundry, its licensees and/or licensors. The Website and the PF Content are protected by copyright laws and international treaty provisions. You acknowledge that Procurement Foundry or its clients, business partners, licensees or licensors (as applicable) own and shall retain the exclusive right, title and ownership in and to all copyrights, trade secrets, trademarks and other intellectual property and proprietary rights in the Website and all PF Content. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor or copy any part of the Website or any of the PF Content. You agree that except as expressly permitted hereunder, that you will not copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, disassemble, decompile, attempt to obtain the source code of, grant a security interest in, publicly perform, publicly display, transfer or exploit the Website, the PF Content, any technology or software relating thereto, or any portion of any of the foregoing. All copyright, trademark, or other proprietary notices on the Website or any PF Content must be retained and displayed at all times.
3.3 User Responsibilities. User is (a) responsible for User’s compliance with this Agreement and Order Forms and represents that User is at least 18 years of age, (b) responsible for the accuracy, quality and legality (and non-infringement) of Member Data uploaded or otherwise shared by the User, the means by which the User acquired such Member Data, and User’s use of Member Data in connection with the with the Services; (c) be responsible for its agreements with third parties, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Procurement Foundry promptly of any such unauthorized access or use, and (d) use Services and PF Content only in accordance with this Agreement, Order Forms, terms with third party providers, and applicable laws and government regulations. Any use of the Services in breach of the foregoing by Member or Users that in Procurement Foundry’s judgment threatens the security, integrity or availability of Procurement Foundry’s services, may result in Procurement Foundry’s immediate suspension of the Services, however Procurement Foundry will use commercially reasonable efforts under the circumstances to provide Member with notice and an opportunity to remedy such violation or threat prior to any such suspension; provided, however, based on the severity of the breach (as determined in Procurement Foundry’s sole discretion), no notice may be provided prior to such termination..
3.4 Breach of Responsibilities. Any use of the Services in breach of the foregoing by the User that in Procurement Foundry’s judgment threatens the security, integrity or availability of Procurement Foundry’s services (or User’s use of this Website or any Service after its relationship with the Member that enrolled User with the Procurement Foundry), may result in Procurement Foundry’s immediate suspension of your Services.
3.5 Member and Users License to Procurement Foundry. As between Procurement Foundry and Members and Users, the Member owns the Member Data posted by it and its Users. User represents that it is the sole owner of the Member Data that it uploads, shares or otherwise provides in connection with the Website and the Services, or is otherwise permitted by license or otherwise to grant Procurement Foundry the rights granted in this Agreement. User hereby grants Procurement Foundry and its Affiliates a perpetual worldwide, transferable and sublicensable non-exclusive license to the Member Data with a right to use, copy, modify, distribute, create derivative works from, publish and process, information and content provided in connection with same, without any further consent, notice and/or compensation to you or others. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE USE OF MEMBER DATA OR THE RIGHTS GRANTED, DO NOT SHARE ANY CONTENT OR POST ANYTHING ON THE WEBSITE. For avoidance of doubt, such rights granted by User authorizes and permits Procurement Foundry to, whether monetizable to Procurement Foundry or its Affiliates or not (but without further compensation, consent, or notices required to you):
· Distribute your content/Member Data, annotate your content/Member Data (e.g., to highlight that your views may not be the views of Procurement Foundry), and sell advertising on pages where your content/Member Data appears.
· Permit users of the Website to search for and contact Members and Users through our Services and view publicly facing profile information.
· Permit Procurement Foundry and its Affiliates, as well as Member and Users (and other users of Website and Services) to search filter and report on posts and other content shared by users (based on both content within the post, non-specific profile demographics of poster (industry, position of poster, company size, etc.), by poster/User, etc.).
· Permit any article, upload or post (e.g., an update, image, video or article) you share to be viewed by everyone and re-shared anywhere by Members, visitors and others.
· Develop Services and conduct research that may be monetized by the Procurement Foundry and its Affiliates, including the right to use Member Data, including public feedback, posts, responses to polls and surveys, and other content shared with Procurement Foundry, in order to provide you and others with a better, more intuitive and personalized experience, drive membership growth and engagement on our Services, provide industry, supplier, and other relevant analysis to leverage such public feedback, posts, and other content shared with Procurement Foundry, to create real-time insights, historic trends and develop other learnings to create economic opportunity and value.
· Use Member Data (which may be monetized by the Procurement Foundry) to provide insights and reports and information on topics that are important to Members, such as summarizing posts and content shared on top procurement industry issues. We may also use same to train models for use by the services and features; to improve services and features that Users may have access to or, which are otherwise available to others that pay Procurement Foundry pursuant to a separate Order Form or agreement; or as otherwise provided in the Agreement.
· Publish or allow others to publish economic insights (each monetizable), presented as aggregated data rather than Personal Data.
· Conduct polls and surveys: Polls and surveys are conducted by us and others through our Services; provided, however, you are not obligated to respond to polls or surveys;
· Permit others to view a User’s “social actions” in the PF Community, and to associate such actions with the individual User and Member.
· Permit the Member to see how its Users use Services and participate in the PF Community.
· To de-identify, anonymize, process and create derivative works of Member Data for the purpose of deriving anonymous statistical and usage data, and data related to the use and functionality of the Services, provided such data cannot be used to identify Member or its Users (“Anonymous Data”) and combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other members, licensees, users, or other sources (when so combined or incorporated, referred to as “Aggregate Data”), for the purposes of improving the Services and developing and commercializing new features, products and services (including generating statistics for marketing purposes).
· Utilize Member Data as permitted within the Agreement (for avoidance of doubt, inclusive of the Membership Terms and the Posting Terms); provided, however, to the extent Member Data includes Personal Data, such Personal Data also is subject to our Privacy Policy.
While you grant us the right to edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression. Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others.
You can end license granted for specific Member Data by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it; (b) to the extent you shared it with Procurement Foundry as part of the Services or Website and such Member Data has already been disseminated, used or otherwise published by Procurement Foundry and/or its Affiliates in a manner consistent with the Agreement; and (c) for the reasonable time it takes to remove from backup and other active systems; provided, however, Procurement Foundry may retain Member Data for archival purposes and for any other additional purposes permitted herein.
3.6 Usage Restrictions. Neither Member nor User will (a) make any Service or PF Content available to anyone other than Member or Users, or use any Service or Content for the benefit of anyone other than Member or its Affiliates, unless expressly stated otherwise in an Order Form, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or PF Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store, share or otherwise transmit or publish infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or data contained therein, (f) attempt to gain unauthorized access to any Service or PF Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or PF Content in a way that circumvents a contractual usage limit, or access, copy, distribute, or use or create any derivative works from any of Procurement Foundry intellectual property (including PF Content) except as permitted under this Agreement or an Order Form , (h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (i) copy PF Content except as permitted herein or in an Order Form, (j) frame or mirror any part of any Service or Content, other than framing on Member's own intranets or otherwise for its own internal business purposes, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or PF Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent; (m) access or use or permit access or use of the Services or Website for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes or to permit Procurement Foundry’s direct competitors from accessing the Services, except with Procurement Foundry’s prior written consent. Notwithstanding the foregoing, however, the references to PF Content set forth in sections (a), (b), (g), and (i) directly above shall not serve to limit Member’s rights to copy, distribute or exploit its own Member Data, provided same is not combined or reliant or inclusive of any other elements of PF Content or of the Services.
3.7 Removal of Content. If User or Member receives notice, including from Procurement Foundry, that PF Content may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Terms, Member and User will promptly do so. If Member or User does not take required action, including deleting any Content Member may have downloaded from the Services, in accordance with the above, or if in Procurement Foundry’s judgment continued violation is likely to reoccur, Procurement Foundry may disable the applicable PF Content or Service. If requested by Procurement Foundry, Member on behalf of itself and its Users shall confirm deletion and discontinuance of use of such PF Content in writing and Procurement Foundry shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Procurement Foundry is required by any third-party rights holder to remove PF Content, or receives information that Content provided to Member may violate applicable law or third-party rights, Procurement Foundry may discontinue Member’s access to PF Content through the Services.
4. NON-PROCUREMENT FOUNDRY PRODUCTS AND SERVICES
4.1 Non-Procurement Foundry Products and Services. Procurement Foundry or third parties may, through the Services or the Website, make available to Users third-party products or services. Any acquisition by a User of such products or services, and any exchange of data between User and any Non-Procurement Foundry provider, product or service is solely between User and the applicable Non-Procurement Foundry provider. Procurement Foundry does not warrant or support Non-Procurement Foundry products or services, whether or not they are designated by Procurement Foundry as “certified” or otherwise, unless expressly provided otherwise in an Order Form. Procurement Foundry is not responsible for any disclosure, modification or deletion of Member Data resulting from access by such Non-Procurement Foundry providers.
5. FEES AND PAYMENT
5.1 Fees. As and when applicable (as agreed in a separately executed Order Form): User will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
5.2 Invoicing and Payment. As and when applicable (as agreed in a separately executed Order Form): User will provide Procurement Foundry with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Procurement Foundry. If User provides credit card information to Procurement Foundry, User authorizes Procurement Foundry to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Procurement Foundry will invoice User in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. User is responsible for providing complete and accurate billing and contact information to Procurement Foundry and notifying Procurement Foundry of any changes to such information.
5.3 Overdue Charges. If any invoiced amount is not received by Procurement Foundry by the due date, then without limiting Procurement Foundry’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Procurement Foundry may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
5.4 Suspension of Service and Acceleration. If any charge owing by User under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts User has authorized Procurement Foundry to charge to User’s credit card), Procurement Foundry may, without limiting its other rights and remedies, accelerate User’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Procurement Foundry will give User at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to User.
5.5 Payment Disputes. Procurement Foundry will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if User is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.6 Taxes. Procurement Foundry's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). User is responsible for paying all Taxes associated with its purchases hereunder. If Procurement Foundry has the legal obligation to pay or collect Taxes for which User is responsible under this section, Procurement Foundry will invoice User and User will pay that amount unless User provides Procurement Foundry with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Procurement Foundry is solely responsible for taxes assessable against it based on its income, property and employees.
6. PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Procurement Foundry, its Affiliates, its licensors and PF Content providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Member hereunder other than as expressly set forth herein.
6.2 License by Member to Use Feedback. Member and User grants to Procurement Foundry and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Member or Users relating to the operation of Procurement Foundry’s or its Affiliates’ services.
7. CONFIDENTIALITY
7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the foregoing, with the exception of User Contact Information disclosed by Member and User in the registration process, Member and User agree that they will not share, post, upload, disseminate or otherwise publish any other Personal Data in connection with the Website or Procurement Foundry Services, unless expressly agreed in an Oder Form otherwise. Confidential Information of Procurement Foundry includes the Services and Content, and the terms and conditions of this Agreement. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, (iv) was shared, posted, uploaded, disseminated or otherwise published by Member (inclusive of its Users) or User in connection with its use or access to the Website or Procurement Foundry Services (excluding User Contact Information disclosed as part of the registration process), or (v) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Procurement Foundry services. For avoidance of doubt, as between Member and Procurement Foundry, all PF Content (other than to the extent it includes Member Data) and all other data collected or processed in accordance with this Agreement and to the extent inclusive of Personal Data, the Privacy Policy, is Procurement Foundry’s Confidential Information.
7.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent except as provided or otherwise permitted herein, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Procurement Foundry may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-Procurement Foundry providers to the extent necessary to perform Procurement Foundry’s obligations under this Agreement.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 Procurement Foundry Warranties. Procurement Foundry warrants that during an applicable subscription term (a) this Agreement and the Order Forms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Member Data, (b) Procurement Foundry will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the Agreement, and (d) Procurement Foundry will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Member’s exclusive remedies are those described in the “Term and Termination” and “Refund or Payment upon Termination” sections below. Member and User acknowledges that neither Procurement Foundry nor its Affiliates supervise, direct, control or monitor Members, Users, or third-party providers in connection with the Services or the PF Community. Accordingly, Member and User agree that (1) Procurement Foundry is not responsible for any offering, performance, or procurement of services from such persons (including Member Data and PF Content), (2) Procurement Foundry does not endorse any particular Member’s or third party’s offered services, and (3) nothing shall create an employment, agency, or joint venture relationship between Procurement Foundry and any Member or third-party offering services.
8.3 Disclaimers. PF CONTENT, AND PROCUREMENT FOUNDRY SERVICES ARE PROVIDED ON AN "AS AVAILABLE" BASIS EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROCUREMENT FOUNDRY AND ALL OF ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, INDEPENDENT CONTRACTORS AND AGENTS (COLLECTIVELY "THIRD PARTY PROVIDERS"), EXPRESSLY MAKES NO WARRANTY OF ANY KIND AND DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE (ALL OF SUCH IMPLIED WARRANTIES AND REPRESENTATIONS BEING HEREBY EXPRESSLY DISCLAIMED). NO GUARANTEE OR EXPECTATIONS OF OUTCOME IS GIVEN BY PROCUREMENT FOUNDRY TO MEMBERS OR USERS.
8.3.1 NEITHER PROCUREMENT FOUNDRY NOR THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROCUREMENT FOUNDRY AND/OR THIRD-PARTY PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
8.3.2 YOU ASSUME THE ENTIRE RISK (i) AS TO YOUR ACCESS TO AND USE OF THE WEBSITE, AND YOUR SELECTION AND USE OF ANY PF CONTENT OBTAINED THROUGH OR FROM THE WEBSITE; AND (ii) THAT THE WEBSITE AND/OR THE PF CONTENT WILL MEET YOUR REQUIREMENTS, BE ACCURATE OR RELIABLE, HAVE ANY LEVEL OF QUALITY OR MEET YOUR EXPECTATIONS. PROCUREMENT FOUNDRY MAKES NO WARRANTY OR REPRESENTATION THAT YOUR ACCESS TO AND USE OF THE WEBSITE OR THE PF CONTENT WILL BE UNINTERRUPTED, VIRUS FREE, ERROR-FREE OR COMPLETELY SECURE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM HARDWARE OR SOFTWARE, OR FOR ANY LOSS OF DATA OR OTHER DAMAGES, RELATING TO YOUR USE OF THE WEBSITE OR THE WEBSITE OR PF CONTENT. NO ADVICE, INFORMATION OR CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM, THROUGH OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR THE CONTENT, WILL CREATE OR PROVIDE ANY WARRANTY OR REPRESENTATION ON THE PART OF PROCUREMENT FOUNDRY OR ANY OF THE PROCUREMENT FOUNDRY THIRD PARTY PROVIDERS.
8.3.3 Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In such jurisdictions, the liability of Procurement Foundry shall be limited to the greatest extent permitted by applicable law.
9. MUTUAL INDEMNIFICATION
9.1 Indemnification by Procurement Foundry. Procurement Foundry will defend Member (but not the individual User) against any claim, demand, suit or proceeding made or brought against a Member (but not an individual User) by a third party alleging that any Procurement Foundry Service (including those provided by its Affiliates) infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Member”), and will indemnify Member (not the individual User) from any damages, attorney fees and costs finally awarded against Member as a result of, or for amounts paid by Member under a settlement approved by Procurement Foundry in writing of, a Claim Against Member, provided Member (a) promptly gives Procurement Foundry written notice of the Claim Against Member, (b) gives Procurement Foundry sole control of the defense and settlement of the Claim Against Member (except that Procurement Foundry may not settle any Claim Against Member unless it unconditionally releases Member of all liability), and (c) gives Procurement Foundry all reasonable assistance, at Procurement Foundry’s expense. If Procurement Foundry receives information about an infringement or misappropriation claim related to a Service, Procurement Foundry may in its discretion and at no cost to Member (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Procurement Foundry’s warranties under “Procurement Foundry Warranties” above, (ii) obtain a license for Member’s continued use of that Service in accordance with this Agreement, or (iii) terminate Member’s subscriptions for that Service upon 30 days’ written notice and refund Member any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations of Procurement Foundry do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Member; (II) a Claim Against Member arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Procurement Foundry, if the Services or use thereof would not infringe without such combination; (III) a Claim Against Member arises from Services under an Order Form for which there is no charge; or (IV) a Claim against Member arises from posting, use of or reliance on PF Content (for avoidance of doubt, inclusive of any Member Data supplied by any member or user of Procurement Foundry Services as well as all derivative works, reports, insights, inferences and conclusions connected thereto), a Non-Procurement Foundry provider, or Member’s (or another member’s or user’s) breach of this Agreement or applicable Order Forms; or (V) a Claim arising out of those circumstances where Member owes Procurement Foundry an obligation of indemnity (per section 9.2 immediately below). This clause sets out Procurement Foundry’s and its Affiliates entire liability for any infringement of intellectual property rights and for any indemnification.
9.2 Indemnification by Member. User will defend Procurement Foundry and its Affiliates and Third Party Providers against any claim, demand, suit or proceeding made or brought against Procurement Foundry, its Affiliates and/or Third Party Providers by a third party alleging or otherwise arising from (i) User’s use of the Website, the Services, or the PF Content, or (ii) User’s reliance on the accuracy, insight, or inferences drawn from the Procurement Foundry Services or the PF Content; (iii) any Member Data supplied or shared by or on behalf of User, or User’s use of Member Data (or use of data supplied by other users or other members) in connection with the Services or the PF Community, or (iv) a Non-Procurement Foundry provider services ordered or utilized by a User or; (v) User’s breach of these Terms or any applicable laws or regulations, (vi) User’s violation, breach or misappropriation of a third party’s copyright, patent, trademark, trade secret, right of privacy, right of publicity, or other intellectual property, proprietary or other right, (viii) User’s tortious acts including, without limitation, defamation, and/or (ix) any claims User may raise against third parties relating to third party products or services (each a “Claim Against Procurement Foundry”), and will indemnify Procurement Foundry from any damages, attorney fees and costs finally awarded against Procurement Foundry or its Affiliates or Third Party Providers as a result of, or for any amounts paid by Procurement Foundry or its Affiliates or Third Party Providers under a settlement approved by User in writing of, a Claim Against Procurement Foundry, provided Procurement Foundry or its Affiliates or Third Party Providers (A) promptly gives User written notice of the Claim Against Procurement Foundry (provided failure to provide prompt notice shall not vitiate the obligation to defend and indemnify except to the extent Member can show actual prejudice from such delayed notice), (B) gives User sole control of the defense and settlement of the Claim Against Procurement Foundry (except that Member may not settle any Claim Against Procurement Foundry unless it unconditionally releases Procurement Foundry of all liability), and (C) gives User all reasonable assistance, at Member’s expense. The above defense and indemnification obligations do not apply if a Claim Against Procurement Foundry arises from Procurement Foundry’s breach of this Agreement or applicable Order Forms.
9.3 Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
10. DISCLAIMERS AND LIMITATION OF LIABILITY
10.1 Exclusion of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS PROCUREMENT FOUNDRY HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), PROCUREMENT FOUNDRY, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10.2 PROCUREMENT FOUNDRY AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS THE LESSER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO PROCUREMENT FOUNDRY FOR THE SERVICES PROVIDED B PROCURMENT FOUNDRY (I.E., NOT BY A THIRD-PARTY) DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM, IF ANY, OR (B) US $10,000.
10.3 Basis of the Bargain; Exclusions: The disclaimers and limitations of liability in this Section 10 are part of the basis of the bargain between you and Procurement Foundry and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract, and law) even if Procurement Foundry or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose. These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or where such disclaimer or limitation is precluded by law.
10.4 USER WAIVES ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION AGAINST PROCUREMENT FOUNDRY, ITS AFFILIATES, AND THIRD-PARTY PROVIDERS RELATED TO SUCH MATTERS IN ANY FORUM BEYOND ONE (1) YEAR AFTER THEFIRST OCCURRENCE OF THE KIND OF ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED.
11. TERM AND TERMINATION
11.1 Term of Agreement. This Agreement commences on the date User (itself or through its Users) first accepts it and continues until all terminated as provided herein.
11.2 Term of Purchased Services. As and when separately agreed in an executed Order Form: User agrees that the term of each separately purchased service shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, services will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant order term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Procurement Foundry’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which volume or length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s pricing.
11.3 Termination for Cause. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. You acknowledge and agree that we may at any time, and at our sole discretion, terminate your account without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other websites, including cooperating with law enforcement authorities in investigating suspected criminal violations. Procurement Foundry reserves the right, at any time, to modify, suspend, or discontinue the Service or Website (in whole or in part) at its sole discretion with or without notice to you. You agree that Procurement Foundry will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website, the Service, or any part thereof.
11.4 Termination for Convenience. Except to the extent a longer term is agreed by a User in an Order Form (or an Order Form is still active), this Agreement may be terminated by either party, for any reason or no reason, upon one-hundred twenty days’ written notice.
11.5 Refund or Payment upon Termination. If this Agreement is terminated by User in accordance with the “Termination For Cause” section above, Procurement Foundry will refund User any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Procurement Foundry in accordance with the “Termination for Cause” section above, User will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve User of its obligation to pay any fees payable to Procurement Foundry for the period prior to the effective date of termination, nor will it serve to terminate or modify terms, conditions, agreements, or obligations or rights granted to Procurement Foundry, its Affiliates, or to third-party suppliers prior to the effective date of termination (i.e., such terms, rights, and agreements shall continue, as previously authorized.
11.6 Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Disclaimers and Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Member Data” will survive any termination or expiration of this Agreement for so long as Procurement Foundry retains possession of Member Data.
12. GENERAL PROVISIONS
12.1 Export Compliance. The Services, Content, other Procurement Foundry technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Procurement Foundry and User each represents that it is not on any U.S. government denied-party list. User will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or as may be updated from time to time by us, or in violation of any U.S. export law or regulation.
12.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
12.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Procurement Foundry and User regarding User’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a User purchase order or in any other User order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
12.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
12.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
12.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
12.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
12.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Procurement Foundry will refund User any prepaid fees covering the remainder of the term of all subscriptions (if any) for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.9 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to User will be addressed to the relevant billing contact designated by User. All other notices to User will be addressed to the relevant Services system administrator designated by User.
12.10 Dispute Resolution. You and Procurement Foundry ("the Parties") agree to use our respective best efforts to settle any claim, dispute, or controversy arising out of, relating to, or connected in any way with memberships, programs, products, services, payments, renewals, communications, or anything described by or related to these Terms ("Dispute") directly through consultation and good faith negotiations, which shall be a precondition to either Party initiating a lawsuit or arbitration ("Action"). If you have a Dispute with us, you must send an individualized, written notice describing the Dispute to us via email to legal@procurementfoundry.com. If we have a Dispute with you, we will send a written notice to you using the contact information we have for you. Promptly following receipt of such notice, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Dispute covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if we are represented by counsel, our counsel may participate in the conference as well, but we agree to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the voluntary dispute resolution process required by this paragraph. If the Dispute is not resolved within 60 days of the opposing Party receiving the notice, then either you or we may proceed with an Action. Failure to complete the Voluntary Dispute Resolution procedures is grounds for dismissal of any Action. If a Party brings an Action without following the Voluntary Dispute Resolution Procedures, such Party is required to pay any reasonable costs and fees of the other Party.
12.11 Agreement to Governing Law and Jurisdiction. This Agreement and all claims under it shall be construed in accordance with and governed by the internal laws of the State of New York, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the Parties. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought by a Party hereto against the other Party hereto only in the state or federal courts of the State of New York, located in New York, New York. Each party consents to the exclusive jurisdiction of such courts (and the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. The parties agree to bring any claim solely on an individual basis, and these terms do not permit any claims brought as a plaintiff or class member in any class or representative proceeding. The parties hereby waive any right to a jury trial, and any court trial of a dispute arising under this agreement will take place on an individual basis without resort to any form of class or representative action.
- Last Updated: November 9, 2023
