ENTEGRA PROCUREMENT SERVICES, LLC

End User License Terms and Conditions

These End User License Terms and Conditions (as modified to date, the “Terms”) are a binding agreement between you (“you” or “Licensee”) and Entegra Procurement Services, LLC (“us” “we” or “Licensor”), and govern your use of this Entegra platform (delivering access to Entegra Purchasing IQ, Entegra Shopping Assistant and other Entegra technology products and services), which includes documentation provided in PDF form (the “Documentation”) (together, the "Platform"). If you are agreeing to these Terms on behalf of your organization (i.e., legal entity underlying your business or organization), references to “you” or “your” will mean you, your organization and any other user accessing and using the Platform on behalf of your organization.

By clicking “I Agree,” using, or accessing the Platform, or otherwise signifying your acceptance of and agreement to these Terms, you represent and warrant that: (a) you are authorized to enter into these Terms for and on behalf of yourself (and your organization), and (b) you (and your organization) can legally enter into these Terms.

If you do not have the legal authority to bind your organization, please do not access or use the Platform. If you do not agree to these Terms or the related terms, you and your organization are prohibited from using Platform and any of its components.

Terms Generally. These Terms constitute a legal agreement between you and Licensor regarding the use of the Platform.
Grant of License; Provision of Services. Subject to the restrictions set forth below, these Terms grant you a non-exclusive and non-transferable license, without the right to sublicense, for a term set forth in the Order Form to access and use the Platform, in object code format, for your internal business purposes only. You should be aware that in some cases, the Platform may make probabilistic matches, without human intervention, such as in the case of our Shopping Assistant. You are therefore advised to use your own judgment regarding these matches, and not rely solely on the Platform. The license granted hereunder will be effective on and after the date that you have paid the fees due under the Order Form.
Ownership. The license granted hereunder does not constitute a transfer or sale of our ownership rights in or to the Platform. Except for the license rights granted above, as between you and us, we retain all right, title and interest (including all intellectual property rights) in and to the Platform, and all extensions, plug-ins, and interfaces (including those to third party products) for the Platform, and all updates, upgrades, error corrections, bug fixes, extensions, modifications and other derivative works or improvements to the Platform (collectively, “Improvements”). The Platform and Improvements are protected by applicable intellectual property laws, including international treaties.
License Restrictions. YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN OR OTHERWISE TRANSFER THE PLATFORM, OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THESE TERMS. You may not reverse engineer, decompile, or disassemble the Platform, except to the extent the above restriction is expressly prohibited by applicable law. You may not remove or destroy any copyright or other proprietary rights notices. You may not modify or adapt the Platform, merge the Platform into another program or create derivative works based on the Platform. You may not copy or distribute the Platform without our written consent. You may print a reasonable number of copies of the Documentation only for your internal business use. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify us promptly of any such unauthorized use of which you become aware.
Confidentiality. You will hold in the strictest confidence the Documentation and any related materials or information including any technical data, product plans or know-how provided by us to you, either directly or indirectly in writing, orally or by inspection of tangible objects (“Confidential Information”). You will not disclose any Confidential Information to third parties, including any of your employees or contractors who do not have a need to know such information, and you will take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. You will immediately notify us in the event of any actual or suspected unauthorized use or disclosure of the Confidential Information.
Termination. These Terms will be effective upon installation of the Platform and payment of the fees as noted above, and we reserve the right to suspend or terminate your access to the Platform if you violate these Terms, and fail to cure the violation within 30 days after written notice from us. Licensor’s rights and your obligations under paragraphs 3, 4, 5, 6, 8, 9, 14, and 15 (in accordance with the survival provisions of the Ancillary Terms) will survive the termination or expiration of these Terms. Upon termination of these Terms by us, you will return all copies of the Confidential Information (including Documentation) in your possession, and you will certify to us in writing that such information has either been returned to us or has been destroyed or deleted from your computer servers and storage devices.
Hosting Services. You understand and agree that we do not control the hosting services provider, which is a third party, and that we cannot have any responsibility or liability for the acts and omissions of the hosting services provider.
NO OTHER WARRANTIES. EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, THE PLATFORM IS PROVIDED “AS IS.” YOU ASSUME ALL RESPONSIBILITIES FOR BACKING UP YOUR DATA, YOUR SELECTION OF THE PLATFORM TO ACHIEVE YOUR INTENDED RESULTS, AND FOR USE OF, AND RESULTS OBTAINED FROM THE PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY AND FITNESS FOR YOUR PURPOSE WITH RESPECT TO THE PLATFORM. THERE IS NO WARRANTY REGARDING NON-INTERFERENCE WITH THE ENJOYMENT OF THE PLATFORM OR REGARDING NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE PLATFORM, THE INFORMATION IN IT OR OUR EFFORTS WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE LIMITATIONS SHALL APPLY DESPITE ANY FAILURE OF ANY EXCLUSIVE REMEDY. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID BY YOU FOR YOUR USE OF THE PLATFORM.
Trademarks. Certain of the product/service and Licensor names used in these Terms, the Platform and the Documentation may constitute trademarks or service marks of the ours or third parties. You are not authorized to use any such trademarks or service marks.
U.S. and Canada Use Only. You confirm and agree that only users (including end users) who are resident or domiciled in the United States of America and Canada will access and use the Platform.
Government Contractor Matters. The Platform and technology licensed under these Terms constitute commercial computer software and commercial computer software documentation, and the Platform and technology were developed exclusively at private expense by us. These Terms constitute the entire agreement between the parties regarding the licensing of the Platform and are binding on governmental users in accordance with the policy stated at Federal Acquisition Regulation (FAR) 48 CFR 12.212 (for non-defense agencies) or Defense FAR Supplement (DFARS) 48 CFR 227.7202 (for defense agencies).
Use of Drupal. Our Platform uses an open source content management framework called Drupal, the use and licensing of which is governed by the GNU General Public License v 3.0 (“GPL”). You can find a copy of the GPL license here: https://www.gnu.org/licenses/gpl-3.0.txt
General; Force Majeure; Interpretation. These Terms are governed by (i) the laws of the State of Delaware, without reference to its conflicts of law principles, with respect to users (including end users) who are resident or domiciled in the United States of America, and (ii) the laws of the Province of Ontario and the federal laws of Canada, without reference to their conflicts of law principles, with respect to users (including end users) who are resident or domiciled in Canada. Any dispute or lawsuit between you (if you are resident or domiciled in the United States of America) and us regarding these Terms will be subject to the exclusive jurisdiction of the state or federal courts located in the State of Delaware. Any dispute or lawsuit between you (if you are resident or domiciled in Canada) and us regarding these Terms will be subject to the exclusive jurisdiction of the provincial or federal courts located in the Province of Ontario, Canada. These Terms are the entire agreement between you and us and supersede any other communications between us regarding the Platform. If any provisions of these Terms are held invalid or unenforceable, the remainder of these Terms will continue in full force and effect. We will not be responsible or liable if we are not able to perform our obligations or honor our license to you under these Terms because of events and occurrences beyond our reasonable control, such as acts of God. The term “including,” wherever used in these Terms, will mean “including without limitation.” The headings in these Terms are for convenience of reference only, and will not be used in interpreting these Terms.
Ancillary Terms. You represent, warrant and agree that you (and your organization) and each user will be bound by these Terms and the following ancillary documents (“Ancillary Terms”) which are incorporated into these Terms by this reference:
(1) Entegra’s Privacy Policy (https://purchasingiq.com/privacy-policy) (the “Privacy Policy”) and all modifications and additions made by us from time to time.
(2) Entegra’s Acceptable Use Policy (https://purchasingiq.com/acceptable-use-policy) and all modifications and additions made by us from time to time.
Changes to Terms. These Terms and the Ancillary Terms may be changed from time to time by us, in our discretion. Your continued use of this Platform after adoption of any such changes constitutes acceptance of such changed terms and conditions. As such, we recommend that you check back and read these Terms and the Ancillary Terms periodically, so that you are aware of any changes.