1. TRADEMARK NOTICE
TAULIA, the Taulia Logo, INVOICEMENT, PAY EARLY. PAY LESS, DISCOUNTS AS A SERVICE and DISCOUNTS-AS-A-SERVICE are registered trademarks of Taulia Inc. TAULIA INVOICEMENT SUITE, TAULIA ANALYZER, TAULIA DYNAMIC DISCOUNT OPTIMIZER, DaaS, TAULIA BUSINESS EXCHANGE, SUPPLIER LAUNCH, TAULIA ANYERP CONNECTOR and TAULIA VENDOR PORTAL are trademarks of Taulia Inc. SAP@reg; is the registered trademark of SAP AG in Germany and in several other countries. All other brand or product names may be trademarks or registered trademarks of their respective companies or organizations in the United States and/or other countries.
2. OWNERSHIP AND LICENSE
a. Ownership. All Content on the Site is (and shall continue to be) owned exclusively by Taulia or Other Parties, and is protected under applicable copyrights, patents, trademarks, and/or other proprietary rights, and the copying, redistribution, use or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your Site Use.
b. License. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, Taulia grants you a non-exclusive, non-transferable, limited license to view or print the Content in this Site without alterations, for personal, non-commercial use only. This limited license does not apply to any media, site or platform other than that of the current Site.
3. SUBMISSIONS OF INFORMATION BY YOU
4. ONLINE SECURITY AND PASSWORD PROTECTED AREAS
Password-Protected Areas. If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential, to send Notice to Taulia within 24 hours if your password is compromised. You acknowledge that Taulia neither endorses nor is affiliated with any Connected Site and is not responsible for any information that appears on the Connected Site. You acknowledge that (i) the internet is a network of computers worldwide, and that any Information submitted by you to Taulia necessarily is routed via third party computers to Taulia, (ii) Taulia is not responsible for lapses in online security and does not assume liability for improper use of your Information by a third party.
5. RESTRICTIONS ON USE
a. Prohibited Acts. Concerning your Site Use or any Content, you agree not to knowingly: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site; (ii) post or transmit to the Site any unlawful, fraudulent, harassing, or obscene Information of any kind; (iii) post or send to the Site any Information that contains a virus, bug, or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, reverse engineer, or use the Content (other than as expressly permitted herein); (v) post or transmit into or on the Site any Information in violation of another party’s copyright or intellectual property rights; (vi) take any action which imposes an unreasonable or disproportionately large load on the underlying infrastructure; (vii) redeliver any of the Content using « framing », hyperlinks, or other technology without Taulia’s express written permission; or, (viii) use any device or technology to provide repeated automated attempts to access password-protected portions of the Site.
b. Right to Regulate: You acknowledge that Taulia has the right, but not the obligation, to monitor the Site and to disclose any Information necessary to operate the Site, to protect Taulia, Other Parties, and Taulia’s customers, and to comply with legal obligations or governmental requests. Taulia reserves the right to refuse to post or to remove any Information on the Site, in whole or in part, for any reason.
c. Compliance with applicable Law: You agree to comply with all governmental laws, statutes, ordinances, and regulations (including unfair competition, anti-discrimination or false advertising) regarding your Site Use.
6. PROVISION OF SERVICES AND CONTENT
Taulia reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law. Taulia in its sole discretion may add, delete or change the Content at any time, without notice to you.
7. GOVERNMENT USE, RESTRICTED RIGHTS & EXPORT CONTROLS
Government Use. The software and documentation available on the Site are « commercial items, » as that term is defined in 48 C.F.R. 2.101 (October 1995), consisting of « commercial computer software » and related documentation, as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. government end users acquire the software and documentation with only those rights set forth herein. You acknowledge and agree to comply with all U.S. laws, regulations and requirements applicable to the export of U.S. origin products and technology.
8. CONTACTING TAULIA
You may contact Taulia at:
Taulia Inc., 250 Montgomery Street, Suite 400, San Francisco, CA 94104
9. LIMITED WARRANTY AND DISCLAIMER
a. DISCLAIMER OF WARRANTY. TAULIA AND ALL 3rd PARTY CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY CONNECTED SITE, IS PROVIDED TO YOU BY ALL CONTENT PROVIDERS « AS IS » AND « AS AVAILABLE », WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. YOU HEREBY DISCLAIM ALL WARRANTIES BY TAULIA RELATING TO YOUR SITE USE. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE SITE WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION HEREIN MAY CONTAIN BUGS, ERRORS, TECHNICAL INACCURACIES, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR SITE USE AND SITE-RELATED SERVICES.
b. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL ANY OF THE CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE. You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
- Location and Interpretation. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.
- Equitable Relief. You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to Taulia or Other Parties and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, Taulia and Other Parties will be entitled to injunctive relief for any breach of this Agreement.
- Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
- Entirety of Agreement. This Agreement constitutes the entire agreement between you and Taulia pertaining to the subject matter hereof. You agree to review this Agreement prior to any Site Use, and each Site Use by you shall constitute and be deemed your unconditional acceptance of this Agreement. This Agreement may be prospectively modified by Taulia, by posting a revised Agreement on the Site.
- Termination. The Agreement may be terminated by either Party, at its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, you agree to cease all Site Use and, upon request by Taulia, to return all Information in your possession relating to the Site, and all copies thereof.
- Survival of Certain Provisions. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assignees.
- Waiver. No delay or omission to exercise any right or remedy accruing to Taulia upon any breach or default by you shall constitute a waiver by Taulia of any breach or default.
- Headings. All article or section headings are for reference and convenience only and shall not be considered in the interpretation of the Agreement.
- No Agency. You and Taulia are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
- Conflicts. If this Agreement conflicts with a provision of any other contract between you and Taulia relating to the Site, the provision in such other Agreement shall govern.
The following terms, when used in this Agreement, shall have the following meanings.
- Content: The term « Content » means all Information, data, documents or other material, in any form or media, contained in, obtained from, or relating to the Site, including all results obtained from the Site.
- Information: « Information » shall include all data, information, documents, files, personally-identifying information, and software disclosed by one party to the other in connection with the Site or your Site Use.
- Connected Site: A « Connected Site » means any internet site (including all information, data, and content thereon) that is linked to the Site, but not owned by Taulia.
- Notice: The phrase « Notice » refers to the sending of Information by you to Taulia via certified mail, return receipt requested, to Taulia at the address provided herein.
- Other Parties: The terms « Other Parties » means Taulia’s affiliates, licensors, partners, or other contributors to the Site (other than Taulia).
- Site: The term « Site » means any Taulia internet site, page (and all sub-pages), URL, domain, and all Information and Content thereon.
- Site Use: The term « Site Use » means your use of or access to the Site.