VeriSupplyTM Products and Services
Terms and Conditions of Use
Updated and effective as of August 17, 2009.
READ THIS AGREEMENT CAREFULLY.
VeriSupply is a subscription service offering from Sensitel, Inc.
Sensitel, Inc. is willing to provide Sensitel products or subscription services to you only if you accept all of the following terms and conditions, the Sensitel Privacy Policy, as well as any operating rules, policies, price schedules, and other supplemental documents Published by Sensitel, inc. from time to time, all of which are incorporated herein by reference (collectively, "Terms and Conditions of Use" or "this Agreement").
1. Definition of Terms
As used in these Terms and Conditions of Use:
(a) "VeriSupply," "VeriSupply.com",“Sensitel Inc.” ,“Sensitel”, "we," "us," or "our" (whether or not capitalized) mean Sensitel, Inc. and its subsidiaries.
(b) "You," "yourself", "user," and "customer" (whether or not capitalized) refer to the company ,individual or legal entity registering for or using the Sensitel Products or Services.
(c) "Sensitel Products or Services" means document management services, websites (including without limitation, www.verisupply.com), all other documentation, features, tools, Verisupply Software, and any other products or services provided by Sensitel or its authorized agents, distributors, and licensees..
(d) "VeriSupply Software" means software provided to you or for your use by Sensitel.
(e) "Computer" (whether or not capitalized) means a desktop or laptop computer, network device, and any storage device attached to them in any fashion.
(f) "Personal Information" means information that you may provide at the time of registration or otherwise, such as name, physical location or address, IP address, e-mail address, employment, or similar information that identifies you as a specific individual.
(g) "Online Data" includes any data you upload through Use of the Sensitel Products or Services and any related data that are in the possession of Sensitel or Sensitel Affiliates.
(h) To "Publish" documents or information means to provide to or make them accessible to you by mailing, emailing, desktop messaging, faxing, or delivering them to you, or by posting them on www.VeriSupply.com or any other website you visit to register for, subscribe to, license, buy, or Use Sensitel Products or Services.
(i) To "Use" or "Using" Sensitel Products or Services means each time you visit a VeriSupply website, register with VeriSupply.com, download VeriSupply Software, use VeriSupply Software to share files, view the status of your files, store or restore files, access any file or request support.
(j) "Sensitel Affiliate" means persons or entities who have provided products, licenses, or services to Sensitel and persons or entities with which Sensitel has entered into an agreement to sublicense or to provide Sensitel Products or Services to users.
(k)"Days" (whether or not capitalized) means calendar days.
2. Acceptance of Terms and Conditions of Use; Modification; Cancellation
By registering to Use Sensitel Products or Services, and each time you Use a Sensitel Product or Service, you affirm your acceptance of these Terms and Conditions of Use and agree to comply with them now and throughout the period of your Use of the Sensitel Products or Services and thereafter, as noted in Section 6 (VeriSupply License to You; Renewals, etc.) below. If you do not agree to these Terms and Conditions of Use in their entirety, do not Use Sensitel Products or Services.
Sensitel may change the Terms and Conditions of Use at any time, without prior notice to you, and in its sole discretion. The new or modified Terms and Conditions of Use will be effective immediately after we publish them on our website at www.verisupply.com
If you do not agree to be bound by Sensitel’s Terms and Conditions of Use as Published by Sensitel from time to time, your sole and exclusive remedy is to discontinue using Sensitel Products or Services.
If you wish to cancel your Sensitel license after a change in the Terms and Conditions of Use, you must do so in writing or by email within thirty (30) days after your next Use of a Sensitel Product or Service following the change in the Terms and Conditions of Use. For this type of cancellation you will receive a pro-rata refund for the unused portion of your Sensitel license as of your date of notice. You acknowledge and agree that if you do elect to cancel your license within this specified period after a change in the Terms and Conditions of Use, or if you cancel your license or fail to renew an expired or terminated license for any reason, Sensitel may delete any information that Sensitel has obtained through your Use of Sensitel Products or Services, including without limitation, your online data uploaded at VeriSupply.com.
3. Requirements for Registration or Use of Sensitel Products
Sensitel Products or Services are intended and offered only for lawful Use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract for such products or services. Sensitel does not offer Sensitel Products or Services to minors or where prohibited by law. By registering for and/or by Using Sensitel Products or Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement to adhere to the Sensitel Terms and Conditions of Use and that you will Use Sensitel Products or Services only in accordance with these Terms and Conditions of Use and with all applicable laws. If an individual is registering or Using Sensitel Products or Services on behalf of an entity or organization, that individual warrants, represents, and covenants to Sensitel that such individual is duly authorized to agree to these Terms and Conditions of Use on behalf of the organization and to bind the organization to them. If an individual uses Sensitel Products or Services that are provided by any third party including any person, entity or organization, the individual Using the Sensitel Products or Services, by virtue of such use, agrees that any information the individual provides to Sensitel (including but not limited to the individual's online data and Personal Information) will be accessible to, and may be viewed, changed, or deleted by the person, entity or organization that provided the Sensitel Products or Services to the individual.
You agree to provide accurate and complete information when you register for a Sensitel Product or Service and you agree to keep such information accurate and complete during the entire time that you Use of Sensitel Products or Services.
We may ask you from time to time to establish a user name or password to access or Use the Sensitel Products or Services. You are solely responsible for any consequences arising in whole or in part out of your failure to maintain the confidentiality of your username and/or password.
4. Lawful Use of Sensitel Products or Services
You may not Use Sensitel Products or Services for any unlawful purpose.
Without limiting the foregoing:
(a) Sensitel Products or Services may not be Used to store, upload, backup, or distribute child pornography and may not be Used in violation of U.S. export control laws or the export or import regulations of other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import as may be required.
(b) You may not Use Sensitel Products or Services if you are a citizen, national, or resident of, or are under control of, the government of Cuba, Iran, Sudan, Libya, North Korea, Syria, or any other country to which the United States has prohibited export. Each time you Use Sensitel Products or Services you represent, warrant, and covenant that:
(i) You are not a citizen, national, or resident of, nor under the control of, any such country to which the United States has prohibited export; (ii) You will not download or otherwise export or re-export the Sensitel Software, directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries; (iii) You are not listed on the U.S. Department of Treasury's Lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, the U.S. Department of State's List of Statutorily Debarred Parties, or the U.S. Department of Commerce's Denied Persons List, Entity List, or Unverified List Table of Denial Orders; (iv) You will not download or otherwise export or re-export the Sensitel Software, directly or indirectly, to persons on the above mentioned lists; (v) You will neither Use nor allow the Sensitel Software to be Used for, any purposes prohibited by United States federal or state law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical, or biological weapons of mass destruction; (vi) The Sensitel Software will not be exported, directly, or indirectly, in violation of these laws, nor will the Sensitel Products or Services be Used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation; and (vii) You are not using or permitting others to Use Sensitel Products or Services to create, store, backup, distribute, or provide access to child pornography.
5. Changes to the Sensitel Products or Services
Sensitel has the right at any time to change, modify, add to, discontinue, or retire any Sensitel Product or Service and any aspect or feature of the Sensitel Products or Services including, but not limited to, the software, hours of availability, equipment needed for access or Use, the types of files that are storable (not every type of file is uploadable), the maximum disk space that will be allotted on Sensitel servers on your behalf either cumulatively or for any particular service, or the availability of Sensitel Products or Services on any particular device or communications service.
Sensitel will provide notice of material changes to the Sensitel Products or Services or changes to this Agreement by posting them to www.verisupply.com. Sensitel shall have no obligation to provide you with notice of any such changes in any other manner. It shall be your responsibility to check our website periodically to inform yourself of any such changes.
From time to time, Sensitel may issue new releases, revisions, or enhancements to the Sensitel Products or Services available to you free of charge or for a fee. New releases, revisions or enhancements may be licensed, downloaded, and installed or used only to the extent that you hold a valid license to Use the Sensitel Products or Services being updated or upgraded, and you may Use them only in accordance with the then-current Terms and Conditions of Use and any additional license terms that may accompany them.
Sensitel may automatically update Sensitel Products or Services you have installed on your computer without your prior consent. If any automatic updates involve the payment of additional fees, we will provide you with the opportunity to approve such fees prior to the new functionality being enabled. If you fail or refuse to approve such fees, Sensitel may, in its sole discretion, terminate your current license, continue to support your current Sensitel Products or Services without the automatic update, or replace your Sensitel Products or Services with other Sensitel Products or Services. If Sensitel terminates your current license on account of your failure or refusal to approve such fees, then Sensitel will refund, on a pro-rata basis based on the remaining term of the current license, any fees related to the period during which you will not have access to your Sensitel Products or Services. If Sensitel updates the Sensitel Products or Services without requiring an additional fee and you object to such change, your sole remedy shall be to terminate your use of the Sensitel Products and Services.
These Terms and Conditions of Use (including any documents incorporated by reference) constitute the entirety of the agreement between us and you concerning the subject matters discussed herein. This Agreement supersedes any prior written or oral representations, understandings, or agreements, and may not be modified except by the posting of changes to www.verisupply.com as provided in this Section 5. No written or oral statement, understanding, representation, or alleged agreement made outside the Terms and Conditions of Use posted to www.verisupply.com may be used to modify, interpret, add to, supersede, or construe the terms of this Agreement, except by means of a written agreement signed by an officer of Sensitel.
6. Sensitel License to You; Renewals, Modifications, Limits
(a) Scope of License. Sensitel grants you a non-exclusive, non-transferable limited and revocable license to use the Sensitel Service for which you have paid the applicable fees and taxes , and to Use the Sensitel Products or Services for the sole and exclusive purposes of connecting to and Using the Sensitel Products or Services for your personal or internal business purposes in accordance with these Terms and Conditions of Use. We reserve all other rights to the Sensitel Products or Services.
The type of license you have (including limits on such variables as number of documents uploaded, number of documents shared, number of users on the account for use of Sensitel Products or Services on more than one computer, length of license period etc.) is set forth as part of the Sensitel Product or Service description available at www.verisupply.com .
You may not sub-license, or charge others to Use or access the Sensitel Products or Services and you may not redistribute the Sensitel Products or Services or provide others with access to or Use of them, unless you have entered into a separate Reseller Agreement or other agreement with Sensitel that expressly authorizes you to engage in this activity. Without limiting the forgoing, you will not permit others to Use the Sensitel Products or Services to hack or gain unauthorized access to VeriSupply.com.
(b) Trial Licenses. You may have received as part of your Sensitel license the opportunity to extend the expiration date of your license or trial. If you do not extend this trial by contacting Sensitel or by registering a subscription account at VeriSupply.com, Sensitel will not add this additional time to your license or trial.
If you received a free trial or evaluation license for which you have not paid a license fee, Sensitel grants to you a non-exclusive, non-transferable limited license to Use the Sensitel Software and Services during the trial or evaluation period in accordance with these Terms and Conditions of Use. If you wish to continue using the service and access your documents, you must request and obtain a subscription account before the expiry of your trial period.
(c) Renewals. You agree that Sensitel shall have the right to automatically and without notice renew your license to continue to Use the Sensitel Products or Services upon expiration of your then-current license, and that as part of such renewal Sensitel shall have the right to charge the applicable renewal fees and any applicable taxes, which may be different than those you paid when you initially purchased or last renewed your license for Sensitel Products or Services to any credit card you used to purchase your then-current license. You agree that if you elect to not permit Sensitel the right to automatically renew your license to Use Sensitel Products or Services or your credit card information on file with Sensitel does not permit automatic renewal, then Sensitel may terminate your license if you do not otherwise renew your license.
(d) Cancellation of Renewals.
You may cancel a renewal of a license only on the following terms:
You may not Use Sensitel Products or Services for any unlawful purpose.
If your most recent original or renewal license of Sensitel Products or Services was for a period of greater than ninety (90) days, you have fifteen (15) days from the date that your license was last renewed to elect to discontinue your Use of Sensitel Products or Services. If you elect to discontinue your Use of Sensitel Products or Services within this period, you will be issued a full refund for the amount of your license renewal.
If your most recent original or renewal license of Sensitel Products or Services was for a period of one (1) to ninety-one (91) days, you have seven (7) days from the date that your license was renewed to elect to discontinue your Use of Sensitel Products or Services. If you elect to discontinue your Use of Sensitel Products or Services within this period, you will be issued a full refund for the amount of your license renewal.
All monies due Sensitel for subscriptions which are paid in arrears, whether or not invoiced, are payable in full when invoiced.
Should you fail to pay amounts invoiced and due within fifteen (15) days of being invoiced, or should your payment be otherwise rejected or denied, then Sensitel may at its sole discretion begin collection proceedings to recover any and all amounts due. Should Sensitel elect to refer your past due obligations for collection proceedings you will also become responsible for any costs associated with said collections and shall pay Sensitel the greater of the then permissible interest rate on the past due balance or 1.5% per month calculated and due on a monthly basis.
You are responsible for ensuring that Sensitel has current and accurate records necessary, to renew your license, including without limitation, credit card data.
(d) Upgrades. Sensitel may in its sole discretion provide automatic upgrades to the Sensitel Products or Services or update features available on VeriSupply.com service or its working. These upgrades may not be consistent across all platforms and computers and browsers that the performance and features offered by Sensitel may vary depending on your computer and other equipment. You agree to accept and to take no action to interfere with such automatic upgrades, and related activities and services.
(e) Refunds. Should you purchase a Sensitel Product or Service that does not offer a free or evaluation opportunity you may request a refund for monies paid within seven (7) days of having first used the said product or service.
(f) Duration of Agreement. You agree that you shall bound by these Terms & Conditions of Use beginning on the earlier of when you first use Sensitel Product or Services or when you first agree to the Sensitel Terms and Conditions of Use until the later of the dates when (i) your license and any renewal thereof terminates, ii) your online data is deleted, or iii) you have your last contact with Sensitel for customer support.
7. Assignment and Delegation by Sensitel
Sensitel may, in its sole discretion, transfer or assign all or any part of its rights in the Sensitel Software, the Sensitel Products or Services, and any license or contract related thereto, and may delegate all or any portion of its duties, if any, under any such Sensitel Products or Services, licenses, or other contracts.
8. No Transfers or Modifications by You
You may not sell, assign, grant a security interest in or otherwise transfer any right in the Sensitel Products or Services, nor incorporate them (or any portion of them) into another product or service. You may not copy the Sensitel Products or Services. You may not translate, reverse-engineer or reverse-compile or decompile, disassemble, make derivative works from, or otherwise attempt to discover any source code in the Sensitel Software or decrypt any files that are not associated with your online data.
You may not modify the Sensitel Software or Service or use it in any way not expressly authorized by these Terms and Conditions of Use. You may not obtain the Sensitel secure communications protocol for accessing the Sensitel Products or Services. You may not authorize or assist any third party to do any of the foregoing.
9. Protection of Files
You are solely responsible for protecting the password protected access to the service. You understand that the Sensitel Products or Services may back-up files to account for catastrophic events.
10. Retention or Deletion of Backup Data and Personal Information
Sensitel saves to a server operated by Sensitel or a Sensitel Affiliate a copy of each file you upload through www.verisupply.com. Sensitel maintains a secondary copy of your Online data that you have uploaded as a backup to our servers. Should your data be lost by Sensitel we will undertake commercially reasonable efforts to create a replacement from the files stored on your computer.
If your license to Use Sensitel Products or Services expires, is terminated, is not renewed, or is otherwise discontinued for any reason, Sensitel and the Sensitel Affiliates may, without notice, delete or deny you access to any of your Online Data that may remain in their possession or control.
You agree that if you share a file with another user or by providing an email address, the file will be made available to the users or the owner of the above mentioned emailed address and you understand that they will have read or write access to the file, contigent upon rights you grant to the said user.
You further agree that i) if you delete a file from your account, ii) move a file to a location on your account that is not marked for sharing, iii) you delete your Sensitel Products or Services account, iv) you upload or change the content of the files, then the file may not be available to users and email addresses with whom you have shared the said content.
You agree that Sensitel and SensitelAffiliates may retain (but shall have no obligation to retain) your Online Data for a period after your trial or license has been terminated, expired, or otherwise lapsed, as part of Sensitel's marketing to you of the opportunity to purchase, renew, or extend a license. You also agree that Sensitel may retain your Personal Information and related account information for a reasonable time after your license has been terminated.
11. Customer Support
Sensitel may, in its sole discretion, provide customer support or service to you. This service may be available only on selected days and during a limited number of hours. Service may also be available through only certain delivery vehicles such as email or telephone and some services may only be available for the payment of an additional fee or charge. As part of the delivery of services, Sensitel may employ a variety of tools to aid in the process of resolving your issues as a user. You grant Sensitel the right to use these tools and hold Sensitel harmless for the use of these tools as well as the guidance provided by its customer support staff who, you acknowledge, cannot be fully aware of all of the complexities associated with the Sensitel Products or Services, your computer, or all of the related or associated infrastructure that may affect the performance of your systems or the uploading and sharing and backup of your files.
12. Restrictions on Access to Sensitel Products or Services
You may access Sensitel Products or Services only through the interfaces and protocols provided or authorized by Sensitel. You agree that you will not access Sensitel Products through unauthorized means, such as unlicensed software clients.
13. Communications
You are responsible for obtaining and maintaining all of the hardware, software, and services that you may need to access and Use Sensitel Products or Services. Without limiting the foregoing, you must pay all charges, taxes, and other costs and fees related to obtaining your own Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by you to access Sensitel Products or Services.
14. Termination and Fair Use Policy
SENSITEL SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF SENSITEL PRODUCTS OR SERVICES TO USERS WHO ARE DEEMED BY SENSITEL TO BE USING THE SENSITEL PRODUCTS OR SERVICES IN A MANNER NOT REASONABLY INTENDED BY SENSITEL OR IN VIOLATION OF LAW, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A USER'S ACCOUNT WITH SENSITEL AND THE LICENSE TO USE THE SENSITEL PRODUCTS OR SERVICES.
Sensitel Products or Services are designed to serve the needs of particular types of users, such as food safety managers, logistics manager, operations manager. If you have purchased a Sensitel Product or Service that is inappropriate for your actual usage, Sensitel may require you to switch to an appropriate Sensitel Product or Service which may result in your having to pay Sensitel additional fees for use of the appropriate product or to terminate your purchased Sensitel Products or Services and refund, on a prorate basis, any fees paid you may have paid on the unused portion of your Sensitel service subscription.
Sensitel may, in our sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of Sensitel Products or Services and to prevent abuses. As part of these practices, we reserve the right to monitor our system to identify excessive consumption of network resources and to take such technical and other remedies as we deem appropriate. Your consumption of Sensitel Products or Services may be deemed excessive if, within any month, your usage greatly exceeds the average level of monthly usage of Sensitel's customers, generally. In the event you are deemed to have violated this policy, we reserve the right to offer an alternative pricing plan or Sensitel Product or Service that will permit you to continue to use Sensitel Products or Services. Although violations of this policy have been infrequent, we reserve the right to terminate or suspend your license to Use Sensitel Products or Services and any license to use the Sensitel Software, without prior notice in the event of a violation of this policy.
15. Data Collection, Encryption, Privacy, and Disclosure
Sensitel will collect and use Personal Information in accord with the terms of Sensitel privacy Policy, which is incorporated into and made a part of these Terms and Conditions of Use. You hereby consent to Sensitel's use of your Personal Information under the terms of the Sensitel Privacy Policy, as it may be amended from time to time.
Sensitel will use a secure http protocol with 40 bit encryption channel to provide you access to the VeriSupply.com account.
You understand that by electing to access your account via a non-https protocol, your online data may be sent to you in a decrypted format via public infrastructure. You acknowledge that this may cause the contents of these files to become accessible to individuals other than you and that you accept this risk. You further acknowledge that depending upon the Sensitel Product or Service you use or the features of the Sensitel Product or Service you use that accessing your Online Data from any Internet enabled computer many not be possible.
16. Warranties
(a) WARRANTY. Sensitel warrants that the Sensitel Products or Services will for a period of thirty (30) days from the date of registration and payment perform substantially as specified in the applicable Sensitel documentation. If you satisfactorily demonstrate to Sensitel within such thirty (30) day period that a Sensitel Product or Service contains errors, then as Sensitel's sole and exclusive liability and as your sole and exclusive remedy, Sensitel shall at its sole option either use commercially reasonable efforts to correct the errors reported by you, replace the Sensitel Product or Services affected with a substantially conforming product or service, or refund the fee you paid for the Sensitel Product or Service and terminate your license under the Terms and Conditions of Use. Sensitel does not warrant the results of its correction or replacement Sensitel Products or Services. Correction or replacement under this Section 16 (Warranties), and the issuance of any corrections, patches, bug fixes, workarounds, upgrades, enhancements, or updates by Sensitel to you, shall not be deemed to begin a new, extended, or additional license, license period, or warranty period.
(b) DISCLAIMER OF OTHER WARRANTIES. THE LIMITED WARRANTY IN THE PRECEDING PARAGRAPH IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Sensitel and the Sensitel Affiliates do not warrant that the functions contained in the Sensitel Products or Services will meet your requirements, that the operation of the Sensitel Products or Services will be uninterrupted or error-free, or that defects in the Sensitel Products or Services will be corrected. Sensitel and Sensitel Affiliates do not warrant or make any representations regarding the use or the results of the use of the Sensitel Products or Services in terms of their correctness, accuracy, reliability or otherwise. Sensitel and Sensitel Affiliates do not represent or warrant that users will be able to access or use the Sensitel Products or Services at times or locations of their choosing, or that Sensitel and Sensitel Affiliates will have adequate capacity for any user's requirements. No oral or written statement, information or advice given by Sensitel, Sensitel Affiliates, or their respective employees, distributors, dealers, or agents shall create any warranties in addition to those express warranties set forth in this Section 16 (Warranties). You may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the warranty period.
17. Limitation of Liability
With respect to defects or deficiencies in the Sensitel Products or Services, the liability of Sensitel and Sensitel Affiliates will be limited to performance of its responsibilities under Section 16 (Warranties) above. With respect to other breaches of contract, the liability of Sensitel and Sensitel Affiliates shall be limited to your actual damages, and in no event will such liability exceed the total amount received by Sensitel from you under these Terms and Conditions of Use for your current license period, and only such amounts as relate to the account affected by the breach. IN NO EVENT WILL SENSITEL, THE SENSITEL CONTRACTORS, SENSITEL DISTRIBUTORS OR SENSITEL SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SENSITEL PRODUCTS OR SERVICES OR TO USE OR RETRIEVE ANY ONLINE DATA, WHETHER FOR BREACH OF WARRANTY OR OTHER CONTRACT BREACH, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY, EVEN IF SENSITEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR A REMEDY SET FORTH IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.
Neither Sensitel nor any Sensitel Affiliate assumes any liability to any party other than you arising out of your Use or inability to Use the Sensitel Products or Services. The limitations of damages set forth above are fundamental elements of the bargain between Sensitel and you. Sensitel would not be able to provide the Sensitel Products or Services to you without such limitations.
18. Indemnification
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS SENSITEL, SENSITEL AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES, ARISING OUT OF YOUR USE OF THE SENSITEL PRODUCTS OR SERVICES AND/OR YOUR VIOLATION OF ANY TERM OF THESE TERMS AND CONDITIONS OF USE.
SENSITEL RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. IN THAT EVENT, AND ONLY IN SUCH EVENT, SHALL YOU HAVE NO FURTHER OBLIGATION TO PROVIDE A DEFENSE FOR SENSITEL IN THAT MATTER. If Sensitel chooses to provide its own defense in connection with any matter subject to indemnification under these Terms and Conditions of Use, you shall participate and cooperate in the defense of Sensitel and Sensitel Affiliates, at your own expense, to the full extent requested by Sensitel.
19. Trademarks, Service Marks, and Other Intellectual Property
All trademarks, service marks or other similar items appearing on the Sensitel Products or Service are the property of their respective owners, including, without limitation, Sensitel, Inc.
The Sensitel Products or Services are protected by copyright and other intellectual property laws, title, ownership rights, and intellectual property rights in the Sensitel Products or Services shall remain with Sensitel and its licensors. You agree not to take any action to jeopardize, limit, or interfere in any manner with Sensitel's or its licensor's ownership of or rights with respect to the Sensitel Products or Services.
20. U.S. Government Restricted Right
The Sensitel Product and Service is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Sensitel Software or Service with only those rights set forth therein.
21. High Risk Activity
You acknowledge and agree that the Sensitel Products or Services are not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, life support or emergency medical operations or uses, and that Sensitel makes no warranty and shall have no liability arising from any Use of the Sensitel Products or Services in any high risk or strict liability activities.
22. Dispute Resolution, Arbitration, Governing Law, and Venue
All the provisions of this Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of California, USA, without regard to conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods as well as any other similar law, regulation or statute in effect in any other jurisdiction shall not apply.
23. Termination, Expiration, Cancellation
(a) Trial and Evaluation Licenses. If this Agreement pertains to a trial, beta, or evaluation license (such as a license that provides a limited amount or an unlimited amount of online data for free, for which you have not paid a fee and/or for which you do not pay a fee and associated taxes on or prior to expiration), the license granted under these Terms and Conditions of Use will terminate upon the expiration or cancellation of the trial or evaluation period, when the Sensitel Product or Service you are using is no longer made available, six (6) months from the date you first installed or gained access to the Sensitel Product and Service, or when Sensitel cancels or terminates the license, whichever is shorter. You agree to Use the Sensitel Products or Services for no longer than the trial or evaluation period unless you enter into another license and pay a license fee and associated taxes as applicable, or Sensitel allows your license to roll over for another six (6) month period which Sensitel may elect to do at its sole discretion and without notice to you.
(b) All Other Licenses; Limited Term. Your license will end upon the expiration of its stated term, upon your non-renewal of the licenses, upon your cancellation of the license, when Sensitel elects to discontinue the product, upon your breach of these Terms and Conditions of Use (if such breach is not cured within the time indicated below in this Section 23 (Termination, Expiration, Cancellation), or when Sensitel cancels or terminates your license, whichever occurs first (any such expiration, cancellation, discontinuation, or termination are referred to hereafter as "termination.")
(c) Termination for Unlawful or Abusive Use, Other Breach. Sensitel may block your access to your Online Data and/or terminate your Use of the Sensitel Products or Services if Sensitel reasonably believes that the Online Data may contain child pornography or are being used to support other types of illegal activities, if providing Sensitel Products or Services to a person located in a particular country would violate U.S. or other applicable law, or if your continued Use of Sensitel Products or Services may damage, disable, overburden, or impair our servers or networks.
If you breach these Terms and Conditions of Use, your right to Use the Sensitel Products or Services shall automatically terminate if you fail to cure the breach after seven (7) days after notice from Sensitel or any of the Sensitel Affiliates, unless your breach is due to violations of Section 4 (Lawful Use), Section 8 (No Transfers or Modifications by You), Section 18 (Indemnification), Section 19 (Trademarks), Section 20 (U.S. Government Restrictions), in which case termination will be without notice and without any right to cure.
Upon termination: i) you shall immediately cease any and all Use of the Sensitel Products or Services and delete all copies of them; ii) the Sensitel Software may be disabled by Sensitel without notice to you; and iii) you will no longer have the right to access or retrieve your Online Data; you hereby grant Sensitel at its sole discretion the unrestricted right to delete or retain all such Personal Information and Online Data at any time after termination, without notice.
24. Survival
In the event of any termination, expiration, or cancellation, the restrictions on your Use of the Software and the other applicable restrictions as set forth in Section 4 (Lawful Use), Section 6 (Sensitel License), Section 8 (No Transfers or Modifications by You), Section 16 (Warranties), Section 17 (Limitation of Liability), Section 18 (Indemnification),Section 19 (Trademarks, Service Marks, and Other Intellectual Property), Section 20 (U.S. Government Restricted Right), Section 21 (High Risk Activity), Section 22 (Dispute Resolution, Governing Law, Venue), Section 24 (Survival), Section 25 (Notice), Section 28 (Limitation on Actions), Section 30 (Miscellaneous) and Section 31 (Severability) shall survive such termination, expiration, or cancellation, and you agree to remain bound by those terms.
25. Notice
Any notice that may or must be given by Sensitel in connection with this Agreement or in connection with the Use of the Sensitel Products or Services, may be given by sending it to the email address provided by you upon registering for the Sensitel Products or Services or as you may provide from time to time thereafter by modifying your user profile at http://www.verisupply.com. You are responsible for ensuring that your accurate email address is available to Sensitel and provide any needed updates. Sensitel may, in its sole discretion, use other means of providing notice, such as: phone notification; regular, certified, or registered mail; fax; commercial delivery service; or messenger. All such notices shall be deemed given when dispatched with payment of delivery charges made or arranged. You hereby consent to receiving notice by any such means. Notwithstanding the foregoing, Sensitel has no obligation to provide notice or attempt to locate a customer other than through the email address provided.
26. English Language
These Terms and Conditions of Use were negotiated and written in English. Any inconsistency between the Terms and Conditions of Use as expressed in English and any other language shall, to the full extent permitted by applicable law, be resolved by reference to the English version. Les parties ont convenu de rediger cette entente en anglais.
27. Entire Agreement; Applicability of Terms; Construction; Limit to Modifications; Conflicts in Terms
These Terms and Conditions of Use (including the items incorporated by reference and modifications that may be made from time to time), constitute the entire agreement between Sensitel and you regarding Sensitel Products or Services, and supersedes all prior agreements between you and Sensitel regarding the subject matters hereof.
Any item or service furnished by Sensitel in furtherance of these Terms and Conditions of Use, although not specifically identified in them, shall nevertheless be covered by these Terms and Conditions of Use unless specifically covered by some other agreement entered into in written or electronic form between you and us.
Any modification or change in these Terms and Conditions of Use proposed or offered by you shall not become a part of these Terms and Conditions of Use unless accepted in a writing dated after the effective date of the applicable Terms and Conditions of Use and signed by an authorized officer of Sensitel.
Should there be any conflict in terms between this Agreement and any other document, the terms and conditions set forth in this Agreement shall govern.
Any references that are singular or plural and any references that are masculine, feminine, or neuter in gender, are meant to be used interchangeably as the context of the sentence might imply.
28. Limitation on Actions
Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under this Agreement or by law must be commenced within one year after the cause of action accrues.
29. Copyright Infringement Notification
As provided in the Digital Millennium Copyright Act of 1998, we have designated the following individual for notification of potential copyright infringement regarding Web sites hosted by Sensitel: support@sensitel.com If you believe content hosted by Sensitel infringes a copyright, please provide the following information to the person identified above (17 U.S.C. § 512): (i) A physical or electronic signature of the copyright owner or authorized agent; (ii) Identification of the copyrighted work(s) claimed to have been infringed; (iii) Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) Information regarding how we may contact you (e.g., mailing address, telephone number, e-mail address); (v) A statement that the copyright owner or its authorized agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and made under penalty of perjury, and, if an agent is providing the notification, a statement that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
30. Miscellaneous
You agree to reimburse Sensitel for any costs or fees related to its enforcement of this Agreement, including without limitation the expert fees and attorney fees regularly charged by the experts and legal counsel chosen by Sensitel.
Sensitel is not responsible for misprints, errors or omissions in its advertising and promotional materials.
If you have designated a person (whether by email, orally, by registering such person with Sensitel, by granting such person access to your username and password) to have access to your Online Data, you hereby authorize Sensitelto give such designated person access to your Online Data, including without limitation in the event of your death or incapacity.
31. Severability
This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable under applicable law to any extent, then (i) such provision will be interpreted, construed, or reformed to the extent reasonably required to render it valid, enforceable, and consistent with the original intent underlying such provision and ii) such invalidity or unenforceability will not affect the validity or enforceability of any other provision of this Agreement and all such provisions shall remain in full force and effect.
32. Billing Process
Some licenses for Sensitel Products or Services are based on the number of users, number of documents uploaded, the number of document links shared, the volume of storage used, or both.
Should Sensitel bill you for your Sensitel Product or Service on a monthly basis you agree that Sensitel will bill you exclusively in full month increments and that there will be no billing for partial months for any reason.
33. Billing Issues
You must notify us about any billing problems or discrepancies within sixty (60) days after they first appear on the statement you receive from your bank or credit card company or other billing company. Send such notification to us at the Sensitel Contact Information indicated in Section 35 (Sensitel Contact Information) below. If you do not bring such problems or discrepancies to our attention within that sixty (60) day period, you agree that you waive the right to dispute such problems or discrepancies.
34. Managing Your Sensitel Product or Service
You acknowledge and agree that where Sensitel licenses an entity or organization, or where an entity or organization makes the Sensitel Products or Services available to you, the entity or organization so licensed or giving you access may grant multiple individuals rights related to the management and Use of the Sensitel Products or Services and the Online Data, without any notice to you. These rights may enable one or more persons to: view, access or change Online Data or Personal Information; determine who can access the account, Online Data, and Personal Information; determine who is responsible financially for the account; and other similar actions.
35. Sensitel Contact information
If you have any questions or comments, please contact us at support@sensitel.com. you may also send regular postal mail to:
Sensitel, Inc.
975 Corporate Way, Fremont, CA 94539