Terms of Use

VendorHawk provides products, tools, and services for optimizing your usage of the Software as a Service or certain other software or services in use by You (collectively, “Third Party SaaS”).

ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE

1.1

You must carefully read these VendorHawk Website Terms of Use (“Terms”) and the VendorHawk Privacy Policy. In addition to the Terms and unless otherwise noted, if You have in effect a separate valid written purchase or license agreement with VendorHawk for a product or service, such separate agreement governs, and in cases of conflict, prevails.

VENDORHAWK AND ITS AFFILIATES (“VendorHawk”) PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, SUBLICENSEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY “YOU”), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN VENDORHAWK AND YOU, AND YOU ACCEPT THEM BY: (a) SUBSCRIBING TO OUR SERVICES IN ANY WAY OR PLACING AN ORDER THROUGH THIS WEBSITE (WHETHER PAID OR UNPAID); (b) USING THE WEBSITE IN ANY MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. DO NOT USE THIS SITE IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND TO THE PRIVACY POLICY.

1.2

Our (“Website”) includes without limitation: (a) any support or other services offered in relation to the use of the Website (including the services of our Software Optimization Consultants), and any software, products, and/or services offered by VendorHawk (collectively the “Services”); (b) information such as technical, contractual, product, program, pricing, marketing, identifying, personal and other valuable information relating to employees, contractors, vendors, customers, users of the software or services being analyzed, or other related third parties (“Information”); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“Content”) whether input, generated, or created by you or VendorHawk. VendorHawk makes no representation that this Website is appropriate or available for use in all locations. VendorHawk’s products and services may either not be available in Your location, and deliverables may vary among locations. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer’s behalf, and that Your employer agrees to indemnify You and VendorHawk for violations of these Terms. You also represent that You are authorized, and have the right, to share such Information and Content with VendorHawk as you may input or allow VendorHawk to access, whether this information is entered into VendorHawk by You or through VendorHawk’s integration with Third Party SaaS.

YOUR OBLIGATIONS AND CONDUCT

2.1

In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the “Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to VendorHawk, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.

2.2

You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to VendorHawk or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone’s intellectual property rights or rights to proprietary or confidential information; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. VendorHawk reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.

2.3

You agree not to use the Website to: (a)misrepresent your affiliation with a person or entity; (b) misrepresent your affiliation with a person or entity; (c) transmit spam, bulk or unsolicited communications; (d) pretend to be VendorHawk or someone else, or spoof VendorHawk’s or someone else’s identity; (e) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (f) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Website; (f) engage in activities that would violate any fiduciary or contractual relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users, including your employees, agents, or contractors, unless specifically authorized by such users

CONFIDENTIALITY OF INFORMATION

3.1

You may gain access to certain Confidential Information of VendorHawk through your use of the Website. At the same time, should You utilize certain services VendorHawk provides, VendorHawk will be accessing your information through either your input or through Your authorizing VendorHawk to draw information from Your systems or from Third Party SaaS You utilize. Some of this information so accessed, stored, and analyzed may also be Confidential Information.

“Confidential Information” shall include information of You, VendorHawk, the suppliers, vendors, employees, agents, contractors, and other related third parties of You and VendorHawk, including without limitation technical, contractual, product, program, pricing, marketing, personal and other valuable information that should reasonably be understood as confidential. Both You and VendorHawk must hold Confidential Information in strict confidence. Title to Confidential Information remains with the disclosing party or owner of such information, as appropriate. Neither You or VendorHawk may use or disclose, or cause to be used or disclosed, any Confidential Information without appropriate authorization from the disclosing party or the owner of such information, as appropriate.

3.2

Upon termination of the Terms or the written request of the Disclosing Party, use of Confidential Information must cease and it must be returned or destroyed. Both You and VendorHawk shall be bound by your obligations concerning Confidential Information before, during, and after your relationship.

3.3

The Terms impose no obligation upon You or VendorHawk with respect to Confidential Information that can be established by legally sufficient evidence: (a) was possessed prior to receipt from the disclosing party, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by the receiving party, or otherwise without violation of the Terms and/or any other agreement between You and VendorHawk governing the use and/or disclosure of Confidential Information; (c) was obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) was independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to the disclosing party adequate to afford the disclosing party the opportunity to object to the disclosure.

CONTENT SUBMITTED TO VENDORHAWK

4.1

VendorHawk does not claim ownership of the Content You place on the Website. VendorHawk does claim ownership of analytics, displays, and other byproducts of its analysis of Your information subject to your right to utilize such Content for Your personal use, subject to the restrictions of Section 9 and Section 3.

4.2

VendorHawk and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via the Website.

INDEMNITY

You agree to indemnify and hold VendorHawk and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of the Terms, Your violation of any agreement between You and VendorHawk, or Your violation of any rights of another.

NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS

VendorHawk may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. VendorHawk reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. VendorHawk may also delete, or bar access to or use of, all related Information and files. VendorHawk will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. VendorHawk may amend these Terms at any time by posting the amended terms on this Website.

ADVERTISEMENTS AND PROMOTIONS

VendorHawk may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than VendorHawk found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. VendorHawk is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-VendorHawk advertisers on the Website.

CONTENT PROVIDED VIA LINKS

You may find links to other Internet sites or resources on the Website. You acknowledge and agree that VendorHawk is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. VendorHawk will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

INTELLECTUAL PROPERTY RIGHTS

9.1

Except as expressly authorized by VendorHawk or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software VendorHawk discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.

9.2

“VendorHawk Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations VendorHawk uses in connection with its products and services. You agree to comply with the VendorHawk Trademark and Logo Usage Requirements. You may not remove or alter any VendorHawk Trademarks, or co-brand your own products or material with VendorHawk Trademarks, without VendorHawk’s prior written consent. You acknowledge VendorHawk’s rights in VendorHawk Trademarks and agree that any use of VendorHawk Trademarks by You shall inure to VendorHawk’s sole benefit. You agree not to incorporate any VendorHawk Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

9.3

VendorHawk is committed to respecting others’ intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our legal department at:

Patrick@vendorhawk.co

12038 70th Pl South, Seattle, WA 98178

9.4

Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by VendorHawk on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., “Used with permission”) is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section

10.4. Upon termination, You must immediately destroy any downloaded and/or printed Content.

DISCLAIMER OF WARRANTIES

10.1

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. VENDORHAWK DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. VENDORHAWK MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.

10.2

VENDORHAWK MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, BUT WE DO TAKE REASONABLE SECURITY MEASURES; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

LIMITATION OF LIABILITY

11.1

TO THE FULL EXTENT PERMITTED BY LAW, VENDORHAWK IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF VENDORHAWK HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

11.2

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

VENDORHAWK’S PRIVACY POLICY

You consent to the collection, processing and storage by VendorHawk of Your information in accordance with the terms of VendorHawk’s Privacy Policy, which is available here. You agree to comply with all applicable laws and regulations, and the terms of VendorHawk’s Privacy Policy, with respect to any access, use and/or submission by You of any personal information or Confidential Information in connection with this Website.

GENERAL TERMS

13.1

The Terms constitute the entire agreement between You and VendorHawk relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized VendorHawk representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use VendorHawk or third-party products or services. Notwithstanding the above, any valid written agreement between You and VendorHawk shall take precedence to these Terms.

13.2

You agree that any material breach of Sections 2, 3, 4, and 9 of the Terms will result in irreparable harm to VendorHawk for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, VendorHawk will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if VendorHawk seeks such an injunction. You shall have the same rights with respect to a breach by VendorHawk of its responsibilities under Section 3 of the Terms.

13.3

Washington law and controlling U.S. federal law govern any action related to the Terms and/or Your use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and VendorHawk agree to submit to the personal and exclusive jurisdiction of the courts located within the county of King, Washington, U.S.A.

13.4

Services, Content, and product derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use Services, Content, or direct product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the U.S. export regulations.

13.5

Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.

13.6

The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning VendorHawk’s roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and VendorHawk’s ability to compete in a rapidly changing marketplace.

13.7

Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

FEES AND PAYMENTS

14.1

You agree to pay to VendorHawk any fees for each Service or other use or feature of the Website you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that such item. Where applicable, you will be billed using the billing method you select through your account page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

14.2

Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting us at Patrick@vendorhawk.co and 12038 70th Pl South, Seattle, WA 98178. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.

14.3

Unless otherwise stated, you are responsible for any taxes (other than VendorHawk’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). If VendorHawk is obliged to collect or pay Taxes, the Taxes will be invoiced to you.