Approve.com US Standard Terms
Procurement Automation and Vendor Managemen Software
These Standard Terms (the “Terms”) between Approve.com, Inc. (“approve.com” or “We”) and You (also referred to as “Customer”, and together the “Parties”) detailed below, is made for the purpose of providing you with a vendor management and procurement automation software service (the “Service”).
The following key points of the Terms of Service are only brought for your convenience. They do not substitute the full Terms.
- Your relationship with us. These Terms are a binding agreement between the individual or entity identified during registration to the Service (“you” or “your”), and approve.com.
- Use. You must use the Service lawfully and comply with these Terms and all applicable law.
- Intellectual Property. All legal rights in the Service, including all intellectual property rights, are owned by approve.com and its licensors.
- Disclaimer of warranty. The service is provided for use “as is” and “with all faults”. we disclaim all warranties and representations with respect to the service.
- Limitation of liability. To the maximum extent permitted by the applicable law, approve.com will not be liable for any indirect damage or loss, arising from the use of the Service.
- Law & Jurisdiction. Use of the Service is governed by and construed solely in accordance with the Laws of the state of Delaware, and subject to the exclusive jurisdiction of the competent courts there.
A Vendor – a natural person or an entity that provides products or services to a Customer.
A User – an employee of a Customer or a Vendor that is authorized to use the Service.
An Invitation to Vendor – Any interaction between a Customer and a Vendor that is managed through the Service, including a Transaction.
A Transaction – any transaction between a Customer and a Vendor that is managed through the Service.
- Account set up requires information about the Customer and its designated users and Vendors. This information is detailed in the Statement of Work that is part of these Terms. We will use this information and collect further information about the Customer from publicly available databases.
- Vendor’s Registration. In order to use the Service, a Vendor must be invited by a User. The Vendor will receive an email with an invitation and a verification code. Upon registration, approve.com will collect information from the User and from the Vendor, as well as from publicly available databases. Vendor will be required to upload a bank account certification or a void cheque, and any additional documents that we may require.
- approve.com is not obliged to confirm a Vendor’s identity or accept registration. approve.com may, in its absolute discretion, decline such registration. Without derogating from the generality of the above, approve.com may decline registration if (a) we believe or suspect that Vendor does not comply with the conditions and requirements provided by these Terms; (b) the information provided is or seems to be incomplete, inaccurate, insufficient, misleading or incorrect.
- Both Customers and Vendors are solely responsible for any activity in their account and must maintain the confidentiality of their account login details. Customers and Vendors are solely responsible for any losses due to unauthorized use of their accounts.
- Vendor data can be provided by Users. Any User sharing information with approve.com is held as if stated that the User is authorized to share such information and that the validity of the information shared is guaranteed to the best of the User’s knowledge.
- approve.com will not be liable for any claim resulting from the Customer’s and/or the Vendor‘s incorrect instructions. approve.com will have no responsibility for any refunds or other type of guarantee that is agreed upon between the Customer and the Vendor.
Service is provided for a fee, as agreed between approve.com and Customer. The parties agree that this agreement will be valid for the entire duration of subscription. The Service will be auto renewed at the end of each 12 months period, unless otherwise agreed between the parties 60 days before the end of subscription term.
- In order to enable the provision of the Service pursuant to these Terms, Customer shall allow approve.com to access certain internal systems that include Customer’s proprietary, confidential and/or personal data, including, Vendors details, agreements between Customer and its Vendors and other information as may be required to provide the Service (“Customer’s Data”).
- Customer’s Data is Customer sole and exclusive property, excluding publicly available data; and data about Vendors that is not related to the Vendor relations with the Customer (i.e. name or address of Vendor).
- approve.com may use Customer’s Data only for the following purposes:
- To provide Customer with the Service, improve and customize the Service and provide Customer with support;
- To conduct administrative activities necessary to maintain and provide the Service, enforce this agreement, take any action in any case of dispute, or legal proceeding of any kind involving the Company, with respect to the Service, and prevent fraud, misappropriation, infringement and other illegal activities and misuse of the Service;
- If approve.com is required by law to share or disclose Customer’s Data, or if such sharing or disclosure is required pursuant to an order issued by a competent judicial or administrative authority, provided that, to the extent legally permitted, approve.com will give Customer prompt notice of the requirement prior to such disclosure, to allow Customer, at its exclusive cost and expense, to intervene and protect its interests in the Customer Data, should it so desire.
- Customer represents and warrants that it has obtained all permissions and consents (including consent of its Users), as may be necessary under the applicable law, rules, regulations or agreements, in order to allow Company to provide the Service and lawfully access and use Customer’s Data in the manners prescribed in this agreement.
- Use of the Service and Restrictions
- Subject to these Terms, you may use the Service exclusively for your business needs.
- While using the Service you may not:
- Modify, make derivative works of, disassemble, decompile or reverse engineer any part of the Service, or otherwise attempt to discover its underlying code, structure, implementation or algorithms.
- Use the Service in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.
- Offer the Service to third parties (except for inviting Vendors in accordance with these Terms), including by reselling, licensing, renting, leasing, transferring, lending, timesharing, or redistributing the Service or any part thereof.
- You may not perform or attempt to perform any of the following in connection with the Service:
- Breaching the security of the Service, identifying, probing or scanning any security vulnerabilities in the Service;
- Accessing data not intended for you, or accessing an account you are not authorized to access;
- Interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Service;
- Working around any technical limitations in the Service;
- Using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
- Collecting or processing information or data about the Service’s subscribers; or
- Sending any virus, worm, Trojan horse or other malicious or harmful code or attachment.
- Use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service.
- You may not use the service for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, give rise to civil liability or otherwise violate any applicable law.
- We may employ measures to detect and prevent fraudulent or abusive use of the service, as well as misuse of the service. we may suspend or terminate your account on and access to the service, without prior notice, if we, in our sole discretion, believe that you have engaged in fraudulent or abusive use, or misuse, of the service.
- Intellectual property
- All rights, title and interest in and to the Service, including without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights and any goodwill associated therewith, but excluding any content that originates from users (if applicable), are the exclusive property of approve.com and its licensors.
- You may not copy, reverse engineer, modify or create derivative works of the Service’s intellectual property, in any way or by any means.
- Parties may use their counter party’s name, mark, or logo in order to represent their business relationship in a marketing-oriented context. Each party can request in writing the removal of its mark or logo if it deems the use inappropriate. Such representation will not be misleading or harmful in any way to the party which his mark is in use.
- Termination and notices
- Each party may, at any time, request to terminate this agreement by providing the other party with a 60 days’ notice in writing to [email protected].
- Notices will be sent by approve.com to Customer account holder and by Customer to [email protected]. Notice will be considered as received after a reply has been sent to the notice email.
- Notices of billing related disputes will be sent over email as specified above, and with a 60 days’ notice.
- Parties may terminate this agreement with 14 days’ notice, in cases of unlawful or deceitful acts by the other party that may affect the terminating party.
- We may, at any time and without prior notice change the layout, design, scope or features of the Service. Major releases and changes to the service will be communicated to the customer with a detail description of the changes according to section 7.2 of these Terms. Such changes will not derogate from the scope of service provided to the customer prior to the change.
- Disclaimer of warranty
THE SERVICE IS PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”. WE AND OUR STAFF DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, ANY INTERACTION RELATED TO THE SERVICE, ANY THIRD PARTY SOFTWARE, HARDWARE OR PLATFORM, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, AVAILABILITY, SAFETY, SECURITY OR ACCURACY.
- Limitation of liability
ANY TRANSACTION BETWEEN A CUSTOMER AND A VENDOR, AND ALL CONSEQUENCES RESULTING FROM SUCH TRANSACTION ARE STRICTLY BETWEEN THE CUSTOMER AND THE VENDOR, AND YOU ASSUME FULL AND EXCLUSIVE RESPONSIBILITY FOR THEM. APPROVE.COM IS NOT A PARTY TO ANY SUCH TRANSACTIONS, INTERACTIONS AND ENGAGEMENTS. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPROVE.COM SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY OR CONSEQUENTIAL DAMAGE OR ANY SIMILAR DAMAGE OR LOSS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES INCURRED FOR LOSS OF BUSINESS PROFITS OR REVENUE, LOSS OF PRIVACY, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER LOSS) ARISING OUT OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THE SERVICE, OR FROM ANY FAILURE, DELAY, ERROR OR BREAKDOWN IN THE FUNCTION OF THE SERVICE (EVEN IF APPROVE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
CAP ON LIABILITY: OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OF THESE TERMS SHALL BE LIMITED TO THE TOTAL AMOUNT PAID TO US IN THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
- To the maximum extent permitted by law, you will indemnify, defend and hold harmless at your own expense, approve.com and its shareholders, directors, officers, employees, consultants and affiliates, from and against any damages, costs and expenses, including attorney’s fees and legal expense, resulting from any claim, allegation or demand, connected with your use of the Service, your breach of these Terms or any rules or regulations applicable to the Service.
- approve.com will indemnify, defend and hold harmless at its own expense, Customer and its shareholders, directors, officers, employees, consultants and affiliates, from and against any damages, costs and expenses, including attorney’s fees and legal expense, resulting from any claim, allegation or demand, connected with approve.com’s breach of these Terms or any rules or regulations applicable to the Service or any negligence or willful misconduct.
- External content
- You acknowledge that from time to time approve.com may provide you with certain content, including commercial messages, by e-mail or any other means of communication. You expressly consent to receive commercial messages from approve.com or others on its behalf. At any time, you may withdraw your consent and notify us that you refuse to receive commercial messages, altogether or of specific kind, by sending a notice of consent withdrawal. The channels through which you may send such notice will be detailed in the commercial messages you may receive.
- Governing law and jurisdiction
Regardless of your jurisdiction of incorporation, the jurisdiction where you engage in business, or where you access the Service from, these Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Delaware. Any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, shall be submitted to the sole and exclusive jurisdiction of the competent courts in Delaware.
- Assignment. Parties may not assign or transfer rights and obligations under these Terms without prior written consent, except for assignment upon a merger, acquisition, change of control or the sale of all or substantially all of equity or assets relating to the Agreement (“agreed circumstances”). Any attempted or actual assignment not in the context detailed above requires prior consent by the counter party. Without such prior written consent, assignment shall be null and void. If consent was granted, or if assignment is done in the agreed circumstances, parties may assign these Terms in their entirety, including all right, duties, liabilities and obligations therein, to a third-party. Assignee will assume all rights, duties, liabilities and obligations.
- Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of these Terms shall continue to remain in full force and effect.
- Interpretation. The section headings in these Terms are included for convenience only and shall take no part in the interpretation or construing of these Terms. Whenever used in these Terms, the term “Including”, whether capitalized or not, means without limitation to the preceding phrase. All examples and e.g. notations are illustrative, not exhaustive.
- Entire agreement. These Terms constitute the entire agreement between you and approve.com concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements.
- Waivers. No waiver, concession, extension, representation, alteration, addition, or derogation from these Terms by us, or pursuant to these Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative. Failure on our part to demand performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.