EqualLevel Network

EqualLevel Service Terms

BEFORE YOU USE THE SERVICE SUBJECT TO THESE TERMS OF SERVICE (THE "AGREEMENT"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN EQUALLEVEL, ("OUR", "US", "WE", THE “COMPANY”), AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED PUNCHOUT COMMERCE SOFTWARE SERVICE.

THE EQUALLEVEL SERVICE (THE "SOFTWARE" OR "SERVICE") ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE, OR ANY PORTION OF IT, MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES, AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW. OUR SOFTWARE IS LICENSED, NOT SOLD.

IF YOU DO NOT AGREE WITH THE AGREEMENT, YOU MAY NOT USE THE SERVICE.

Definitions

As used in this Agreement and in any Subscription now or hereafter associated herewith:

"EqualLevel" means EqualLevel, INC, a Delaware corporation with its principal address in Rockville, Maryland;
"Agreement" means these EqualLevel Terms of Use, any Subscriptions, whether written or submitted online (if applicable), and any materials available on the EqualLevel website specifically incorporated by reference herein, as such materials may be updated by EqualLevel from time to time in its sole discretion;
Content" means the audio and visual information, documents, software, products and services contained in or made available to you in the course of using the Service;
"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;
"Effective Date" means the earlier of either the Contract Start Date set forth in the Subscription or the date you begin using the Service;
"Initial Term" means the Contract Term set forth in during the Subscription process;
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"Term" means the period(s) during which a specified number of items uploaded to the Service pursuant to the Subscription plan;
"Subscription" means the online form evidencing the initial subscription for the Service and any subsequent Subscriptions submitted online or in writing, specifying, among other things, the Subscription plan the services are contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties (in the event of any conflict between the terms of this Agreement and the terms of any such Subscription, the terms of this Agreement shall prevail);
"EqualLevel Technology" means all of EqualLevel's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by EqualLevel in providing the Service;
"Service(s)" means EqualLevel's online punchout catalog web service identified during the ordering process, developed, operated, and maintained by EqualLevel, accessible via http://www.equallevel.comor another web site or IP address designated by EqualLevel, or ancillary online or offline products and services provided to you by EqualLevel, to which you are being granted access under this Agreement;
"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by EqualLevel at your request).

As part of the Service, EqualLevel will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the EqualLevel website incorporated by reference herein, including but not limited to EqualLevel's privacy and security policies.

Privacy Disclosure

EqualLevel's privacy policy may be viewed at http://www.equallevel.com EqualLevel reserves the right to modify its privacy policy in its reasonable discretion from time to time. EqualLevel may occasionally notify all users of the Service of important announcements regarding the operation of the Service and other announcements related to the Service and you agree to receive such notices. You will not have the option of opting out of receiving such notices unless you terminate your account with EqualLevel. You agree that EqualLevel can disclose the fact that you are a paying customer.

License Grant and Restrictions

(a) Grant. EqualLevel hereby grants you a non-exclusive, nontransferable, worldwide right to use the Service, solely for your own internal business punchout catalog purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by EqualLevel and its licensors. You may not access the Service if you are a direct competitor of EqualLevel, except if you disclose such to EqualLevel and thereafter obtain EqualLevel's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. (b) Restrictions. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, disclose, or otherwise commercially exploit or make available to any third party in any manner the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) decompile, disassemble, reverse engineer or access the Service, or copy any ideas, features, functions or graphics of the Service. (c) You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) modify, interfere with or disrupt the integrity or performance of the Service (including the data contained therein) or the Content; or (v) attempt to gain or permit unauthorized access to the Service or its related systems or networks.

Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service and Content, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify EqualLevel immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to EqualLevel immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another EqualLevel user or provide false identity information to gain access to or use the Service.

Account Information and Data

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data, and EqualLevel shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. EqualLevel reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination, your right to access Customer Data immediately ceases, and EqualLevel shall have no obligation to maintain or forward any Customer Data.

Intellectual Property Ownership

EqualLevel alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the EqualLevel Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Content, the EqualLevel Technology or the Intellectual Property Rights owned by EqualLevel. The EqualLevel name, the EqualLevel logo, and the product names associated with the Service are trademarks of EqualLevel or third parties, and no right or license is granted to use them.

Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of suppliers, advertisers or sponsors showing or otherwise making available their goods and/or services on or through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. You agree that EqualLevel and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. EqualLevel provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments shall be made when and as set forth during the Subscription process. All payment obligations are noncancellable and all amounts paid are nonrefundable. You are responsible for paying for the Plan ordered, whether or not the Plan is used. EqualLevel reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail, provided that in the event you do not agree to such modified fees and charges, you may terminate the Agreement upon fifteen (15) days prior written notice to EqualLevel.

Billing and Renewal

EqualLevel charges and collects in advance for use of the Service. EqualLevel will issue one or more invoices to you as specified during the Subscription process and you agree to pay such amounts when and as specified in the Plan.

You agree to provide EqualLevel with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information promptly upon any change to it. If the contact information you have provided is false or fraudulent, EqualLevel reserves the right to terminate your access to the Service in addition to any other legal remedies.

PayPal Our billing provider keeps a protected copy of the credit card numbers of our users. EqualLevel does not store or retain credit card numbers in any shape or form. The billing data belongs to EqualLevel (and our customers) and by utilizing PayPal, we grant PayPal a license to use this data for the purposes of fulfilling our Billing obligations to you.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit, otherwise such dispute shall be waived.

Nonpayment and Suspension

In addition to any other rights granted to EqualLevel herein, EqualLevel reserves the right to suspend or terminate the Agreement and your access to the Service and Content if your account becomes delinquent. Delinquent accounts are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or EqualLevel initiates termination of this Agreement, you agree to promptly pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.

EqualLevel reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that EqualLevel has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

Termination

The Agreement commences on the Effective Date and may be terminated by either party in the event of a material breach of the Agreement by the other party that is not cured within 15 days, including any breach of your payment obligations, and may be terminated immediately by EqualLevel in the event of your unauthorized use of the EqualLevel Technology, Service, or Content. In addition, you may terminate the Agreement at any time, provided that you will not receive a refund for amounts you have paid under the Agreement and you shall remain obligated to pay any amounts accrued prior to such termination date. EqualLevel, in its sole discretion, may terminate your password, account and/or use of the Service if you breach the Agreement. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at EqualLevel's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. You agree and acknowledge that EqualLevel has no obligation to retain Content or Customer Data, and may delete Content or Customer Data. Upon termination of the Agreement, Sections 3(b), and 5 through 21 of these EqualLevel Terms of Use shall survive.

Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and to bind the entity named below. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service or Content, that your billing information is correct, that you are a business and not a consumer, and that you have all necessary rights to provide all information provided hereunder.

Indemnification

You shall indemnify and hold EqualLevel, its licensors and each such party's parent organizations, subsidiaries, corporate affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement. EqualLevel agrees to: (a) promptly give you written notice of the claim (provided that any failure or delay in providing such notice shall not relieve you of such indemnification obligation, except to the extent prejudiced by such failure or delay); (b) give you sole control of the defense and settlement of the claim (provided that EqualLevel may participate in such defense or settlement with counsel of its choosing at its expense and you may not settle any claim that imposes any obligation or liability on EqualLevel without its prior written consent); and (c) provide to you reasonable assistance in defending such claim.

DISCLAIMER OF WARRANTIES

EqualLevel AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. EqualLevel AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA OR CONTENT WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY EqualLevel AND ITS LICENSORS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EqualLevel AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EqualLevel AND/OR ITS LICENSORS BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SERVICE, OR THE CONTENT, INCLUDING THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OF DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Local Laws and Export Control

This site provides services and uses software and technology that may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

EqualLevel and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to U.S. law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the U.S. government for such purposes.

Notice

EqualLevel may give notice by means of a notice on the Service, electronic mail to your email address on record in EqualLevel's account information, or by written communication sent by first class mail or pre-paid post to your address on record in EqualLevel's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or prepaid post) or 12 hours after sending (if sent by email) or posting a notice on the Services. You may give notice to EqualLevel (such notice shall be deemed given when received by EqualLevel) at any time by any of the following: letter sent by confirmed facsimile to EqualLevel at the following fax number: (301) 560-8220, or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to EqualLevel at the following address in 11140 Rockville Pike, Suite 100-350, Rockville, MD, 20852, in either case, addressed to the attention of: Legal.

Modification

EqualLevel reserves the right to modify the terms and conditions of the Agreement, including these EqualLevel Terms of Use, and its policies at any time, effective upon notice to you, including by email or posting of an updated version of these EqualLevel Terms of Use. You are responsible for regularly reviewing these EqualLevel Terms of Use. Continued use of the Service after any such changes shall constitute your consent to such changes.

Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of EqualLevel but may be assigned without your consent by EqualLevel. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of EqualLevel directly or indirectly owning or controlling 50% or more of you shall entitle EqualLevel to terminate this Agreement for cause immediately upon written notice.

Miscellaneous

This Agreement shall be governed by Maryland law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Rockville, Maryland. EqualLevel is not liable under this Agreement on account of any delay, limitation, damage, or failure to perform if such is due in whole or in part to causes or conditions beyond its reasonable control, including without limitation strikes, riots, wars, acts of God, government regulation, acts of terrorism, fires, flood, earthquakes, Internet and/or electrical outages or interruptions, computer viruses, war, or governmental action. No text or information set forth on any other purchase order, preprinted form or document (other than by Subscription, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and EqualLevel as a result of the Agreement or use of the Service. The failure of EqualLevel to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. The Agreement comprises the entire agreement between you and EqualLevel and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

If you have questions regarding the Agreement or wish to obtain additional information, please send an email to info@equallevel.com.