Last Modified: July 3rd, 2018
2 Use of the Websites
2.2 Age Restrictions. To access and use the Websites, you must be 18 years of age or older. By using the Websites, you represent and warrant that you are 18 years of age and can enter into binding contracts.
2.3 Important Acknowledgments. You acknowledge and agree:
2.3.1 the Websites are provided for informational and guidance purposes only. It is not intended to provide you with legal or other professional advice, including advice regarding compliance with laws or your contracts or relationships with third parties. You should consult the services of a competent professional when you need this type of advice or service;
2.3.2 some of the data, content, statements, text, videos, graphics or information (“Data”) made available via the Websites is based on the Data that you enter into or upload onto the Websites, or that you provide to us separately, such as your company information, policies and spend data (“Your Data”). We are unable to verify Your Data. Therefore, we are not responsible for the consequences if Your Data is inaccurate or incomplete. If you wish to update or delete Your Data, you should first attempt to do so via the Websites. If you are unable to do so, you should contact us and we will use commercially reasonable efforts to action your request. However, you acknowledge that we have no obligation to update or delete any such Data which has already been used pursuant to our rights under Section 5.3.3.
2.3.4 while we try to ensure that the Data made available via the Websites is accurate, up to date, complete, useful and safe, we are not responsible for the accuracy, currency, completeness, reliability, usefulness, safety, or intellectual property rights of or relating to the Websites. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect to any Data made available via the Websites that is inaccurate, not reliable, not current, misleading or incomplete;
2.3.5 the Websites is not intended to encourage, induce or convince you to breach or terminate any contract that you have with a third party, to disrupt your ability to perform your obligations under that contract or to interfere with any current or prospective relationship that you may have with a third party; and
2.3.6 certain Data, such as any analyses, recommendations, risks or risk profiles made available via the Websites, is based on probability data only, and should not be interpreted as factual statements or professional advice. You should conduct your own due diligence if you seek specific factual information, such as about particular industries or suppliers.
2.4 Third Party Links. The Websites may contain links to external websites (including embedded widgets or other means of access) and Data provided by third parties. We are not responsible for any Data in any linked external website or any third party Data.
3 Your Responsibilities
3.2 Technology. You are responsible for (at your cost) taking all steps required to access and use the Websites, including internet connectivity, provision of a suitable computer, modem, software (including browser) and other access devices, and complying with all compatibility and technical requirements.
5 Intellectual Property
5.3 Your Data.
5.3.3 Anonymized and Aggregate Data. You hereby grant and agree to grant to us, our subcontractors, agents and personnel a non-exclusive, worldwide, transferable, sublicenseable, royalty-free, fully paid-up, perpetual and irrevocable license to use, modify, aggregate, copy, process and display Your Data to derive anonymous Data, provided such Data cannot be used to identify you or your individual users (“Anonymized Data”) for the purposes of combining and incorporating such Anonymous Data with or into other Data available, derived or obtained from other users or otherwise (when so combined or incorporated, “Aggregate Data”). We will be the owner of all right, title and interest in and to the Aggregate Data. You hereby assign and agree to assign all right, title and interest that you may have now or in the future in and to any Aggregate Data. Without limiting the foregoing, you acknowledge that we can use, modify, prepare derivative works of, reproduce, make, have made and import Aggregate Data for any purpose, including for non-commercial and commercial purposes.
5.6 Feedback. You may from time to time submit any feedback, comments, suggestions, questions, ideas, or other information to we relating to the Websites, we Items or any other we product, service, technology, techniques, process or material (“Feedback”). We may in connection with any of our products and/or services freely use, copy, disclose, license, distribute and otherwise exploit such Feedback in any manner.
5.9 Infringement Claims/Digital Millennium Copyright Act Notice
5.9.1 If you or a user believes that your copyright, trademark, or other property rights have been infringed by any Data posted on Websites, you or the user should send notification to our designated agent, identified below, immediately. To be effective, this notification should identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work in question; identify the material that you believe may infringe the copyrighted work so-described; provide information sufficient to permit us to contact you, preferably by email; identify the presumed copyright owner of the infringing webpage or other content (a valid email address is preferred); provide information sufficient to enable us to notify the owner or administrator of the material in question, preferably by email; include the statement 'I believe that use of the copyrighted materials described above is not authorized by the copyright owner, its agent, or the law' or the statement 'I attest, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or authorized to act on behalf of the owner of an exclusive right in question'; sign the paper and mail it to our Designated Agent:
FRDM, c/o WeWork
Oakland, CA 94607
5.9.2 You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from the applicable website without liability to you or any other party and that the claims of the complaining party and the party who originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
6 Third Party Claims
6.4 The obligations under this Section 6 are subject to: (a) the party against whom a third party claim is brought timely notifying the other party in writing of any such claim, provided however that a party’s failure to provide or delay in providing such notice will not relieve a party of its obligations under this Section 6 except to the extent such failure or delay prejudices the defense; (b) the party who is obligated to defend a claim having the right to fully control the defense of such claim; and (c) the party against whom a third party claim is brought reasonably cooperating in the defense of such claim.
6.5 TO THE EXTENT PERMITTED BY LAW, SECTIONS 6.1, 6.2 AND 6.4 STATE OUR SOLE, EXCLUSIVE, AND ENTIRE LIABILITY TO YOU AND YOUR PERSONNEL, AND YOUR AND YOUR PERSONNEL’S SOLE AND EXCLUSIVE REMEDY, IN CONNECTION WITH ALL LOSSES OR CLAIMS WITH RESPECT TO THIRD PARTY CLAIMS COVERED UNDER SECTION 6.1 AND TO ANY ALLEGATIONS THAT THE WEBSITES, OUR IP OR ANY AGGREGATE DATA HAS INFRINGED OR MISAPPROPRIATED ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.
7 Limitations of Liability and Disclaimer
7.1 No Consequential Damages. TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, RELIANCE OR EXEMPLARY DAMAGES OR FOR ANY LOSS OF PROFIT, REVENUE, GOODWILL, SAVINGS, DATA, BUSINESS OR USE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED OR IS REASONABLY FORESEEABLE.
Our contact details are as follows:
FRDM, c/o WeWork
Oakland, CA 94607
e. [email protected]
9 Country Unique Terms.
If you reside in any territory specified below (the “Local Territory”), this section sets forth specific provisions as well as exceptions to the above terms. To the extent any provision applicable to the Local Territory (the “Local Provision”) set forth below is in conflict with any other term or condition in this agreement, the Local Provision will supersede such other term or condition with respect to any licenses purchased in the Local Territory.