1. TERMS OF SERVICE
These “Terms of Service” provide the agreement for your use of our Site and the TealBook Services. If there is a conflict between the Terms of Service and a written Agreement, the terms of the written Agreement shall control. If you do not agree to these Terms of Service (including the Supplier Terms or Client Terms, as applicable), then you must not access or use our Site or create an account on the Site.
3. ACCESS TO THIS SITE
Access to the Services. The Services are owned and copyrighted by TealBook, Inc., and/or its affiliates. All rights not expressly granted hereunder are reserved by us, or, if applicable, our licensors. A Member cannot register as both a Client and a Supplier or create separate TealBook accounts as a Client and a Supplier, without our written preapproval. Each SOW shall specify the number of Users permitted with the applicable license. If there is no limit stated in a SOW for the number of Users, then the license is an enterprise license, and Client shall designate those named individuals to have User access. User ID’s and passwords are for individual use only, and each User is required to create an account. Users are solely responsible for securing their TealBook account ID and password, which may not be shared with other Users or third parties. User registration is the responsibility of the Client’s administrator, and Client agrees to immediately notify us of any actual or suspected unauthorized use. Client is responsible for any loss resulting from any unauthorized use of its or its Users’ TealBook access. This Site is for legitimate and legal business purposes, i.e., as a platform for connecting registered Suppliers and Clients and for activities related thereto. This Site is not a personal or public social networking website or platform and is not intended for such personal, non-business uses, and Client agrees that it shall not provide personal, non-business information to the Site.
To register for a Supplier account, you must represent a business entity in good standing, possessing all licenses, permits, registrations, certifications, rights, insurances, etc., legally required for you to offer and sell your goods and/or services, and you agree to maintain same for so long as you are a Supplier. You must also ensure that all Supplier Users are individuals at least 18 years of age and employed by, or acting under, your authority as a business entity. Each Supplier is responsible for ensuring that any Supplier User who is no longer eligible to have access to its Supplier account (e.g., because he or she no longer works for, or is authorized by the Supplier) is denied such access, by having the Supplier’s user administrator delete that person’s account or otherwise change administrative settings within the Supplier account. The first person to register a Supplier account will be designated as the Supplier’s user administrator, and that person may thereafter assign that role to another Supplier User.
To register for a Client account, you must represent a business entity in good standing, possessing all licenses, permits, registrations, certifications, rights, insurances, etc., legally required for you to purchase goods and/or services from Suppliers, and you agree to maintain same for so long as you are a Member. You must also ensure that all Client Users are individuals at least 18 years of age and employed by, or acting under, your authority as a business entity. Each Client is responsible for ensuring that any Client User who is no longer eligible to have access to its Client account (e.g., because he or she no longer works for or is authorized by you) is denied such access, by having your user administrator delete that person’s account or otherwise change administrative settings within your account. The first person to register a Client account will be designated as the user administrator, and that person may thereafter assign that role to another Client User.
Account registration requires you to provide certain information. It is a condition of your use of this Site and the Services that all the information you provide as part of registration and otherwise in connection with your TealBook account will be correct, current, and complete to the best of your knowledge. If we believe the information you provide is not correct, current, or complete, we have the right to refuse you access to this Site or any of its resources, to correct or remove your information, to suspend your access to the Services or registration as a Client (or Supplier) at any time until such information is corrected.
You may only use this Site for legitimate and legal business purposes, i.e., as a platform for connecting registered Suppliers and Clients and for activities related thereto. This Site is not a personal or public social networking website or platform and is not intended for such personal, non-business uses, and you should not provide personal, non-business information to the Site.
You may not use this Site for any other purpose. For example, you may not and may not authorize any other party to: (i) co-brand this Site, or (ii) frame this Site, or (iii) hyper-link to this Site, without the express prior written permission of an authorized representative of us. For purposes of these Terms of Service, ‘‘co-branding’’ means to display a name, logo, trade-mark, or other means of attribution or identification of us by another party in such a manner as is reasonably likely to give the impression that we are engaged in a cooperative commercial relationship, such as a joint venture, joint ownership, joint marketing, or sponsorship relationship with a third-party.
4. CONFIDENTIAL INFORMATION
“Confidential Information” shall mean information relating to the processes, data, research, business, clients, customers and business practices of the party sharing the Confidential Information (the “Disclosing Party”) and shall include but not limited to advertising, marketing, operational, scientific, commercial, administrative, financial, business, technical, employees data or intellectual property nature or otherwise, whether disclosed in oral or written, relating to either party and any other information that is reasonably determined to be proprietary or confidential in nature. Confidential Information specifically excludes all Content, except for Spend Data (as defined below).
The party receiving the Confidential Information, (the “Receiving Party”) agrees: (i) to maintain the Confidential Information of the Disclosing Party in confidence; (ii) not to use any such Confidential Information for any other purpose except as agreed in this Agreement; and (iii) not to disclose such Confidential Information to any third parties. Each Party may disclose the Confidential Information of the other Party only to its employees, on a need to know basis who have a bona fide reason to know such Confidential Information and such employee shall be bound by the similar obligations of confidentiality which are not less stringent than those mentioned in this Agreement. The disclosure of such Confidential Information to any other third party shall be only with the prior written consent of the Disclosing Party. However a Party may disclose the other Party’s Confidential Information only to the extent required by any law or regulation; provided that the Party required to make such a disclosure uses efforts to give the other Party reasonable advance notice of such required disclosure, to the extent legally permissible, in order to enable the other Party to prevent or limit such disclosure.
All Confidential Information remains the sole and exclusive property of the Disclosing Party. Each Party acknowledges and agrees that except as expressly set out in this Agreement, no rights are otherwise granted to the Receiving Party, by way of license or otherwise, in or to any Confidential Information of the Disclosing Party, or proprietary rights or any patent, trademarks, copyright or other intellectual property of the Disclosing Party, except as specified in this Agreement. Confidential Information will not include information which:
(i) is now or thereafter becomes generally known or available to the public, through no default act or omission by the Receiving Party; or
(ii) was known to the Receiving Party prior to receiving such information from the Disclosing Party and without restriction as to use or disclosure; or
(iii) is rightfully acquired by the Receiving Party from any third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or
(iv) is independently developed by or for the Receiving Party without any access to Confidential Information of the Disclosing Party
Upon termination or expiration of this Agreement or upon the Disclosing Party’s written request, the Receiving Party will promptly return or certify destruction thereof to the Disclosing Party all tangible items and embodiments containing or consisting of the Disclosing Party’s Confidential Information and all copies thereof (including electronic copies). However, a Party may retain a copy of Confidential Information as per applicable law to the extent required for maintaining of proper professional records. Such retained documentation will continue to be bound by the confidentiality obligations contained in this Agreement.
5. INTELLECTUAL PROPERTY (“IP”) RIGHTS.
This Site may be hyperlinked to other websites which are not maintained by or related to us. Hyperlinks to such websites are provided as a convenience to Users and are not sponsored by or affiliated with this Site or us. We have not reviewed any or all of such websites and are not responsible for the content of those websites. Hyperlinks are to be accessed at the User’s own risk, and we make no representations or warranties about the content, completeness, security, safety, or accuracy of these hyperlinks or the websites hyperlinked to this Site. Further, the inclusion of any hyperlink to a third-party website does not necessarily imply endorsement by us of that website. Notwithstanding the foregoing, a Subscribed Supplier is encouraged to provide links to its social media accounts on its tealboard™ page.
You acknowledge and agree that we cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing protections for the accuracy of data input and output, and for maintaining a means external to this Site for the reconstruction of any lost data. We do not assume any responsibility or risk for your use of the Services.
YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. THE SITE, ALL CONTENT, AND THE SERVICES ARE PROVIDED ‘‘AS IS’’ AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, WE DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE; THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ANY AND ALL NECESSARY SERVICING, REPAIR, OR CORRECTION TO YOUR SYSTEMS, EQUIPMENT, COMPUTERS, AND COMPUTER PROGRAMS IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SERVICES, EXCEPT TO THE EXTENT SUCH LOSS OR DAMAGE RESULTS FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WE MAKE NO WARRANTIES THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS THEREIN.
All of the information in this Site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on the Site, and we do not undertake any obligation to update such information after it is posted or to remove such information from the Site, if it is not, or is no longer, accurate or complete.
8. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE, OPPORTUNITY OR INCOME, LOSS OF DATA, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (direct, actual, indirect, and consequential) of every kind and nature, known and unknown, arising out of or in any way from disputes between you and other Member(s) and/or User(s). In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release.
You will indemnify and hold Tealbook, Inc., its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the ‘‘Indemnified Parties’’) harmless from any breach of these Terms of Service by you, including any use of Content other than as expressly authorized in these Terms of Service. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the Indemnified Parties in connection with any such claims. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from the Site or in connection with the Services.
10. CONTENT RESTRICTIONS
You may not post, send, submit, publish, or transmit in connection with the Site any material that:
We do not regularly monitor the use of the Site to determine compliance with these Terms of Service; however, we reserve the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for Content that you post or otherwise make available on the Site or via the Services, and for your reliance on content posted by third parties.
In addition, you are responsible to ensure that the communications that you initiate using this Site comply with all laws applicable to you, including with respect to the authority to send such communications to the recipients of such communications, any content requirements for such communications, and any requests by recipients to no longer receive such communications.
11. INFRINGEMENT CLAIMS
Without in any way limiting the disclaimers and limitations on liability set out in these Terms of Service, if any Content infringes on your copyright, please notify our designated agent as follows:
We investigate notices of alleged infringement and take appropriate actions under applicable law.
Your notice of claimed infringement must include: (a) physical or electronic signature of the copyright owner of authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and that is to be removed from the Site, as well as information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the copyright owner, such as an address, telephone number, and, if available, an electronic mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and lawyers’ fees.
13. SUPPLIER TERMS
For a Member to be a Supplier, the Member must establish a Supplier account and profile through the TealBook Site, with the intention of being considered as a source of goods and/or services for one or more Clients. The following terms apply to all Supplier Members:
Suppliers do not have to pay to have a profile, enrich it, be connected to buyers, respond to opportunities and access basic content. Suppliers can upgrade their subscription to expand insights including aggregated analytics that may help them position their company more competitively and allow them to monitor activities on their profile.
The following terms apply to all Supplier Members:
Supplier Content that you provide to us may contain information about the amount of spend with your customers’ vendors, (“Spend Data”). You warrant that: (x) you have the right to provide the information you share with us; (y) the Spend Data is accurate to the best of your knowledge, and (z) you further acknowledge and agree that (i) our applications, data analytics, and other products and services are based upon information which is proprietary to us, and is contained within our proprietary systems and/or databases, (ii) the contents of the database belong to us solely, (iii) your Spend Data will become part of the database, (iv) we will redact all identifying information including the source of such Spend Data to protect you and your customers’ anonymity, and (v) the contents of the anonymized database may be used in our spend analysis, data analytics, products, or services. Without our aggregation and anonymization, we agree that your Spend Data remains your Confidential Information (as defined above). For further assurances, please see the TealBook Supplier non-disclosure agreement.
Should you wish to discontinue your TealBook Supplier account, certain publicly available as well as anonymized information in your profile may remain visible on the Site. In addition, you always have the option to designate your status (e.g., acquired, merged, changed name, closed, out of business, etc.)
14. CLIENT TERMS
For a Member to be a Client, the Member must establish an account through the TealBook Site, with the intention of storing, organizing their supplier connections, doing data analytics, and/or seeking sources of goods and/or services from one or more suppliers.
The following terms apply to all Client Members:
You can save suppliers under customized lists.
38 Camden Street, Suite 100
Toronto, ON M5V 1V1
Last updated: March 2021.
Whether you’re looking to maximize diversity spend, optimize supplier diversification, or identify emergency sourcing options, the best available supplier data makes all the difference.learn more