Ivalua Website Terms of Use

Last Updated: 02/17/2021

Please read these Terms of Use (“Terms” or “Terms of Use”) carefully before using this website. By using this website, you acknowledge and agree that you have read, accepted, and agree to be legally bound by these Terms of Use.

If you do not accept these Terms, do not use the website.

Ivalua SAS and its worldwide subsidiaries (“Ivalua”) may modify all or any part of these Terms from time to time without notice to you; you should check back often so you are aware of your current rights and responsibilities. Your continued use of this website after changes to the Terms have been published constitutes your binding acceptance of the updated Terms. If at any time the Terms are no longer acceptable to you, you should immediately cease all use of this website. These Terms do not alter the terms or conditions of any other agreement you may have with Ivalua for specific Ivalua software products or services.

If you are using this website on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf.

Limited License to Access the Website

Subject to the terms and conditions set forth herein, Ivalua hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and use this website, only in accordance with these Terms of Use. This license shall be granted until terminated in accordance with these Terms of Use.

Trademarks

The Ivalua trademarks, logos and service marks (“Marks”) displayed on this website are the property of Ivalua or other third parties. You are not permitted to use these Marks without the prior written consent of Ivalua or such third party which may own the Mark(s).

Copyrights

Ivalua either owns the intellectual property rights in the HTML, text, images audio, video, software, or other content that is made available on this website, or has obtained the permission of the owner of the intellectual property to make it available on this website. Ivalua strictly prohibits the redistribution or copying of any part of this website or content on this website without written permission from Ivalua. Ivalua authorizes you to display on your computer, download and print pages from this website provided: (a) the copyright notice appears on all such printouts, (b) the information will not be altered, (c) the content is only used for personal, educational, and non-commercial use, and (d) you do not redistribute or copy the information to any other media. Ivalua respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement, as set forth below.

Linking

This website may contain links to other websites and resources which are provided for convenience only. Ivalua may not have reviewed the linked websites and is not responsible for the content or availability of any linked websites. The inclusion of any link to a website does not imply endorsement by Ivalua of the website or their entities, products, or services.

Rules of Conduct

Your use of this website is subject to all applicable local, state, national and international laws, and regulations, and you agree not to violate such laws and regulations. Any attempt by any person to deliberately damage this website is a violation of criminal and civil laws. Ivalua reserves the right to seek damages from any such person to the fullest extent permitted by law. In addition, you agree not to post or transmit through this website any material or content that violates or infringes in any way the rights of others or solicits, encourages or promotes the use of illegal substances or activities, which is unlawful, threatening, abusive, harassing, defamatory, libelous, derogatory, invasive of privacy or publicity rights, vulgar, obscene, bigoted or hateful, profane, scandalous, pornographic, indecent or otherwise objectionable, gives rise to civil or criminal liability or otherwise violates any applicable law. You may not engage in any activity on this website that restricts or inhibits any other user from using or enjoying this website by “hacking”, “cracking”, “spoofing”, or defacing any portions of this website. You may not post or transmit through this website advertising or commercial solicitations; promotional materials relating to website or online services which are competitive with Ivalua; or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, political campaign materials; chain letters; mass mailings, spam mail, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of this website or its contents. You may not harvest or collect information about website visitors without their express written consent.

User Name

If you are subscribing to any Ivalua service or list via this website, you must select a user name and password and you agree (i) to provide Ivalua with accurate, complete and up to date information; (ii) to update your information to keep it accurate, current and complete; (iii) comply with these Terms of Use. Failure to provide accurate information constitutes a breach of these Terms, which may result in immediate termination of your right to access this website.

You may not select a user name that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. Ivalua reserves the right to reject any user name in our sole discretion.

You agree not to sell or transfer your use of or access to this website or permit anyone else whose account was suspended or terminated to use this website through your user name or password. You are responsible for maintaining the confidentiality of your password and account and for all activity that occurs on your account. You agree to immediately notify Ivalua of any unauthorized use of your account or any other breach of security. Ivalua will not be liable for any loss you incur as a result of someone else using your password and account with or without your permission.

Monitoring

Ivalua has the right, but not the obligation, to monitor the content of this website, to determine compliance with these Terms of Use and any other operating rules established by Ivalua. Ivalua has the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on this website that we find to be in violation of these Terms of Use or is otherwise objectionable. You are solely responsible for any information you post, transmit or otherwise make available on this website. You acknowledge and agree that Ivalua does not have any liability for any action or inaction with respect to any conduct, communication or posting on this website.

Rights in Content

By displaying, publishing, and making available for download and use by others any content, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials (“Content”) you give Ivalua a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute any Content which you submit, post, or display on or through the web site. You agree that this license includes a right for Ivalua to make such Content available to other companies, organizations, or individuals with whom Ivalua has relationships for the provision of services, and to use such Content in connection with the provision of those services. You confirm and warrant to Ivalua that you have all the rights, power, and authority necessary to grant the above license.

Indemnification

Any person or corporation submitting Content to this website agrees to defend, indemnify and hold Ivalua and its subsidiaries, affiliates, officers, directors, shareholders, predecessors, successors in interest, employees, agents and licensors harmless from and against any and all claims, losses, liabilities and expenses (including attorneys’ fees) related to or arising out of Content you submitted or your violation of these Terms of Use.

Disclaimer

THIS WEBSITE AND ALL CONTENT, MATERIALS, INFORMATION, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. IVALUA MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE FUNCTIONALITY OR USEFULNESS OF THIS WEBSITE OR ANY CONTENT. IVALUA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IVALUA 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 IVALUA 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. IVALUA’S TOTAL AGGREGATE LIABILITY, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE, AND YOUR SOLE AND EXCLUSIVE REMEDY, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY IVALUA IN AN AMOUNT NOT TO EXCEED FIVE HUNDRED DOLLARS (US $500.00). THE PROVISIONS OF THIS SECTION ALLOCATE RISKS UNDER THESE TERMS OF USE BETWEEN IVALUA AND YOU. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE. TO THE EXTENT 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.

Privacy

Ivalua recognizes and respects the importance of protecting the privacy of all information provided by users. Ivalua collects and stores information and cookies about users and websites. Please See the Ivalua Privacy Notice for more detailed information.

Notice and Procedure for Making Claims of Copyright Infringement In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”)

Ivalua will respond to allegations of copyright violations in accordance with the DMCA. The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When a valid DMCA notification is received, the service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the owner of the removed content so that a counter-notification may be filed. On receiving a valid counter-notification, we generally restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Ivalua may provide copies of such notices to the participants in the dispute or to any other third parties, at our discretion and as required by law. Ivalua’s privacy policy does not protect information provided in these notices.

To file a notice of infringement with Ivalua, please provide the following information to the Ivalua-designated copyright agent listed under the Contact Information section of these Terms:

1. A description of the copyrighted work or other intellectual property that you claim has been infringed.
2. A description of the material that you claim is infringing the copyrighted work listed in item #1.
3. An address, telephone number, and an email address where the alleged infringing party can contact you.
4. The following statement: “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law.”
5. The following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
6. Your electronic or physical signature.

To file a counter notification with us, please provide the following information to the Ivalua-designated copyright agent listed under the Contact Information section of these Terms:

1. A description of the material that Ivalua has removed or to which Ivalua has disabled access.
2. Your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or San Francisco, California if your address is outside of the United States), and that you will accept service of process from the person who provided notification of infringement or an agent of such person.
3. The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
4. Your electronic or physical signature.

Governing Law & Venue

The Terms and all claims relating to the relationship between the parties are governed by the laws of the State of Delaware, U.S.A. without regard to conflict of law provisions. Each party agrees that any claim or cause of action arising under or relating to the Terms will be exclusively brought in a court of competent jurisdiction located in Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections thereto. If one or more of the provisions contained in the Terms is held invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

Termination

You agree that Ivalua, in its sole discretion, for any or no reason, and without penalty, may terminate your use of this website. You agree that any termination of your access to this website you may have or portion thereof may be effected without prior notice, and you agree that Ivalua will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Ivalua may have at law or in equity.

Ivalua Contact Information

Please send notifications of infringement with the words “DMCA Complaint” in the subject line and other legal notifications to: Legal Department, Ivalua, Inc., 805 Veterans Blvd, Redwood City, CA 94603 or [email protected]