Terms of Service

Last revised: August 2020

Download Full Terms

Tealbook Terms of Service

Last revised: August 2020

Thank you for using the tealbook ® web-based services offered through our

website (the “Site”). Our website provides an online business-to-business

(“B2B”) resource for facilitating client-supplier relationships, such as enabling

clients to search, interact with, and manage their suppliers and allowing

suppliers to access new clients and share their company news and information

(the “Services”). This Site is owned by, and the Services are provided by,

Tealbook, Inc. (“we” or “us”). References to “you” or “your” shall be references

to both you personally and the company you represent.

Unless you have a written agreement with us, your use of this Site and the

Services is governed by the following terms:

WE RESERVE THE RIGHT TO UPDATE AND AMEND THE TERMS OF

SERVICE AT ANY TIME AND WITHOUT PRIOR NOTICE. SUCH

MODIFICATIONS SHALL BECOME EFFECTIVE IMMEDIATELY UPON THE

POSTING THEREOF.

1. AGREEMENT BY YOU

You accept and agree to be bound by and comply with these Terms of Service,

which include the following provisions, and the Supplier Terms, or the Client

Terms, below, as applicable

User ID’s and passwords on this Site are for individual use only, and each User

of this Site is required to create an account. Users are solely responsible for

securing their tealbook® account ID and password, which may not be shared.

Members agree to immediately notify us of any actual or suspected

unauthorized use. You agree that these Terms of Service, and any related

information, communications and execution of agreements between you and

us, may occur electronically.

In addition, by creating a tealbook® account on this Site, you become a

registered “Member”, and:

• If you open a tealbook® Supplier account, then you also agree to the

Supplier Terms; OR

• If you open a tealbook® Client account, then you also agree to the Client

Terms

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 this site.

2. DEFINITIONS

The following definitions apply to the Terms of Service, this Site, and the

Services:

a. “Client” – the above-named organization being granted a tealbook®

Member account for managing one or more of its suppliers. A Client will

have registered Users under its Client account.

b. “Client Terms” – the standard capabilities of each Client Member account,

as set forth in the Terms of Service on the Site, which are incorporated

herein.

c. “Client User” – Client personnel registered with the Site under a Client

Member account.

d. “Content Restrictions” – limitations on acceptable Content (as defined

herein), which are found in the Terms of Service.

e. “Member” – an entity that registers with the Site by establishing an account

on the Site.

f. “Module” – the level of access to the Site purchased by a Member.

g. “Personal Information” means: (i) with respect to Services provided

directly or indirectly to Members located in the European Economic Area,

or where the EU General Data Protection Regulation (“GDPR”) is otherwise

applicable in respect of the sharing of Personal Data pursuant to this

Agreement, information that falls within the definition of “personal data” as

that term is used in the GDPR or any local laws implementing the GDPR;

(ii) with respect to Services provided directly or indirectly to Members

located in the United States, information falling within the definition of

“nonpublic personal information” as that term is defined in Section 6809(4)

of the Gramm-Leach-Bliley Act; and (iii) with respect to Services provided

directly or indirectly to Affiliates of a Member located in Australia, Canada,

Hong Kong, Japan or Switzerland, or any other country not referenced in

clause (i) or (ii) that has enacted data protection or privacy laws,

information that falls within the definition of “personal data,” “personal

information” or any comparable terms used in the applicable data

protection or privacy laws of such country.

h. “Presentation” – a presentation, slide deck, or pitch from a Supplier in

response to a Client’s RFI request.

i. “Services” – the specific products or service(s) included in the Site and all

Content, as described in a SOW.

j. “Statement of Work” or “SOW” – an order for Services which may include

a tealbook® subscription and/or other items, in the form of Exhibit 1.

k. “Supplier” – an organization having a tealbook® account that offers its

goods and/or services to Clients.

l. “Supplier Terms” – the standard capabilities of each Supplier Member

account, as set forth in the Terms of Service on the Site, which are

incorporated herein.

m. “Supplier User” – Supplier personnel registered with the Site under a

Supplier Member account.

n. tealboard™ – a Supplier Member’s profile, which includes page(s) within

the Site that organizes its social media feeds and provides search

functionality for Client Users based on an interest, diversity status,

geography, Supplier name, or other criteria.

o. “Tag” – a recommendation made by a Client for a Supplier.

p. “Terms of Service” – these terms and conditions on our website, which

provide guidelines for use of the Services. If there is a conflict between the

shall control.

q. “Site” is the tealbook® website.

r. “RFI” – a tealbook® Request For Information, that allows Clients to receive

recommendations for Suppliers that meet their requirements, and to extend

invitations to Suppliers regarding supply opportunities.

s. “User” – a named individual registered with the Site through a Member

account.

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 may designate those named employees or contractors 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, ‘‘cobranding’’

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. CONFIDENTIALITY.

“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.

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.

a. Services IP. All Services are copyrighted to us, and our licensors. Users

may not reproduce or distribute the Services externally without our prior

written permission. We grant to you and your permitted Users, a limited,

revocable, non-exclusive license to access and use the Services in

compliance with applicable law and these Terms of Service. Use of the

Services beyond the scope of authorized access hereunder immediately

terminates this license. This limited license does not permit de-compilation

or disassembly, reverse engineering or any attempts to discover source

code(s) contained in the Services. Without limiting the foregoing, you agree

not to reproduce, duplicate, copy, sell, resell or exploit for any commercial

purposes, any aspect of the Services.

b. Content IP. Users may share, receive, or encounter information or material

provided by other Users or us (“Content”). All Content is subject to the

Content Restrictions, found below. As between each User, other Members,

and us, we each retain all of our respective right, title, and interest in and to

our own Content; use of the Services shall not be construed as a transfer of

rights from one party to another in, or to the Content. Except for your internal

business purposes, any Content that you receive or encounter through

authorized use of the Services may not be copied, distributed, republished,

uploaded, posted, used, or transmitted in any other way without the prior

written consent of the respective Content owner. Except as expressly

permitted herein, use of Content of another Member, other Users, or from us

is restricted.

c. Some Content provided by Users may include information about identifiable

individuals and may be considered “Personal Information” under applicable

privacy laws. All such personal information is subject to our Privacy

Statement, which may be found on the Site. You understand that all Content

is accessible to other Members, and therefore, you hereby acknowledge and

agree that you have no expectation of privacy on the Site.

d. Your Grant to Us. You hereby grant to us a limited, non-exclusive, royaltyfree,

paid-up, worldwide, and non-transferable license to use, store, copy,

distribute, process, display, publish, translate, and make derivative works

from Content (or portions thereof) provided by you or your Users, for the sole

purpose of enabling us to provide the Services to you. Furthermore, you

agree to allow us to collect information about your use of the Site in order to

verify that such use complies with the scope and/or licensing of the Terms

or your agreement.

e. RFI (RFI) IP. Client Members may use the Site to run RFIs o . Suppliers

that do not have a conflict of interest may respond by accepting or declining

each RFI. Suppliers who accept have a certain number of days to provide

their business case through tealbook® in response and/or an attached

Presentation. RFIs and their associated responses which could be

Presentations, are copyrighted to tealbook.

6. HYPERLINKS

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.

7. DISCLAIMER

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 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 NONINFRINGEMENT;

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 this site, and we do not

undertake any obligation to update such information after it is posted or to

remove such information from this 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 andother 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.

9. INDEMNITY

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

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 therewith. 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 this site or in connection with the

Services.

10. CONTENT RESTRICTIONS

You may not post, send, submit, publish, or transmit in connection with this site

any material that:

• you do not have the right to post, including proprietary material of any third

party;

• advocates illegal activity or discusses an intent to commit an illegal act;

• is vulgar, obscene, pornographic, or indecent;

• does not pertain directly to the Site;

• threatens or abuses others, libels, defames, invades privacy, stalks, is

obscene, pornographic, racist, abusive, harassing, threatening, or

offensive;

• seeks to exploit or harm children by exposing them to inappropriate

content, asking for personally identifiable details, or otherwise;

• infringes any intellectual property or other right of any entity or person,

including violating anyone’s copyrights or trade-marks or their rights of

publicity;

• violates any law or may be considered to violate any law;

• impersonates or misrepresents your connection to any other entity or

person or otherwise manipulates headers or identifiers to disguise the

origin of the content;

• advertises any commercial endeavor (e.g., offering for sale products or

services) or otherwise engages in any commercial activity (e.g.,

conducting raffles or contests, displaying sponsorship banners, and/or

soliciting goods or services) except as may be specifically authorized on

this site;

• solicits funds, advertisers, or sponsors;

• includes programs that contain viruses, worms, and/or Trojan horses or

any other computer code, files, or programs designed to interrupt, destroy,

or limit the functionality of any computer software or hardware or

telecommunications;

• disrupts the normal flow of dialogue, causes a screen to scroll faster than

other users are able to type or otherwise act in a way which affects the

ability of other people to engage in real-time activities via this site;

• amounts to a ‘‘pyramid’’ or similar scheme;

• disobeys any policy or regulations established from time to time regarding

use of this site or any networks connected to this site; or

• contains hyperlinks to other sites that contain content that falls within the

descriptions set forth above.

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:

• by mail at tealbook IP Agent, 38 Camden Street, Suite 100, Toronto, ON

M5V 1V1; or

• by email, information@tealbook.com

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.

12. MISCELLANEOUS

a. Applicable Law. These Terms of Service and any dispute or claim shall be

governed in all respects by the laws of the Province of Ontario and the

federal laws of Canada applicable therein.

b. Compliance with Laws. You are responsible for compliance with all

applicable domestic and international laws, statutes, ordinances and

regulations relating to its performance hereunder, including applicable laws

protecting communications with and to other Members. We represent and

warrant that we will comply, in all material respects, with all federal and state

laws, regulations, and orders applicable to our operations and the provision

of Services hereunder, including, without limitation laws and regulations that

may be applicable to the use and handling of Content.

c. Dispute Resolution. The parties agree to resolve any claim or controversy

at law or equity that arises out of these Terms of Service, the Services, or

the Site (each a “Claim”) in accordance with the provision below, or as the

parties otherwise agree in writing. The parties will first work together to

amicably resolve the dispute through mediation, as an alternative to

litigation. The parties shall consult and negotiate with each other in good

faith in an attempt to reach a just and equitable solution satisfactory to both

parties. If the controversy or claim is not settled or resolved within thirty (30)

days from the date of the written request initiating mediation, the parties may

proceed to seek recourse in a court of competent jurisdiction. Each party

hereunder waives its right to trial of any issue by jury and waives any claim

for attorney’s fees and costs and prejudgment interest from the other.

d. Relationship. No agency, partnership, joint venture, employment, or

franchise relationship is intended or created by your use of the Site and you

use and our provision of the Services, or otherwise by these Terms of

Service, and neither party may make any commitment on behalf of the other

party, or otherwise bind the other party.

e. Severability; Waiver. If any provision of these Terms of Service is deemed

illegal, invalid, or unenforceable, the remaining provisions shall remain in full

force and effect. The waiver of a breach hereunder does not waive any other

or subsequent breach.

f. Assignability. You may not assign your rights or obligations under these

unreasonably withheld; provided however, you may assign or transfer your

rights or obligations under these Terms of Service without our prior written

consent to your affiliate or in connection with a merger, consolidation or a

sale or transfer of all or substantially all of the assets to which these Terms

of Service relate. These Terms of Service shall be binding upon and inure to

the benefit of the parties and their respective successors and permitted

assigns.

g. Use of Name, Trademark, and Logo. All of our and any Member-provided

trade names, trademarks, service marks, logos, and any other proprietary

notice and/or legend (collectively “Marks”) are and shall remain the property

of the party providing such Marks. Absent the prior written consent of the

providing party, you agreed that you shall not remove, alter, or use the Marks

of any other party in promotional materials, publicity releases, advertising, or

any other similar publications or communications. tealbook® and

tealboard™ are trademarks of Tealbook, Inc.

h. No Third-Party Beneficiaries. These Terms of Service are for the benefit

of the parties hereto only. No third party shall have the right to (i) rely on the

Services provided by Us, or (ii) seek to impose liability on us as a result of

the Services.

i. Currency. All currency values listed or referenced in this Site and all

payments in connection herewith, shall be in US Dollars, unless otherwise

agreed.

12. 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:

• There may only be one (1) tealbook® account per Supplier, although a

Supplier can be linked to its parent company or network, if applicable.

• Multiple Supplier users from the same Supplier can open a tealbook®

account under one Supplier profile, and have access to the Supplier

profile, edit the profile, review RFIs, update status and respond to RFIs.

The Supplier will designate one user as an administrator of the Supplier’s

account for security purposes (and the person who registers the Supplier

account will be the initial administrator, until that role is re-assigned).

• The Supplier’s profile must reflect the goods and/or services offered by the

Supplier. The Supplier profile includes (among other information that may

be designated as mandatory by us):

o brief description that describes the essence of the Supplier

o personalized logo and banner

o description and list of goods and/or services

o primary and secondary contact information

o years in business

o annual revenue

o location

o expertise

o description of target client

o information to differentiate the Supplier

o diversity status and self-certification form (if applicable)

o video (optional)

o slide presentation

o case studies

o awards/recognitions/certifications

o client recommendations

o anonymous Tags from professional members

• The Supplier profile can only be viewed by Client Members, and not by

other Suppliers. Only Client Members will be able to see their own unique

data provided by a Supplier, such as Client spend.

• The Supplier profile can be added to other Client Members’ tealbooks®

• Social media feeds can be posted in the Supplier profile, as well as in other

Client Members that are connected to the Supplier’s tealboard™.

Supplier Content that you provide to us may contain information about the

amount of revenue from your customers, (“Spend Data”). Supplier represents

that the Spend Data is accurate to the best of its knowledge, and Supplier

further acknowledges and agrees that (i) our applications, data analytics, and

other products are based upon information which is our proprietary information

and 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 anonymize the source of such Spend Data to protect

your and your customers’ anonymity, and (v) the database may be used by us

in future spend analysis and/or data analytics products and services. Without

our aggregation and anonymization, we agree to treat your raw Spend Data as

Confidential Information and minus such redaction, your Spend Data remains

your property.

Each Supplier warrants that is has the right to provide the information in its

profile, along with any Client-specific information provided. Should a Supplier

wish to discontinue its tealbook® account, certain information about the

Supplier may remain visible on the Site. In addition, the Supplier will have the

option to designate its status (e.g., acquired, merged, changed name, closed,

out of business, etc.).

13. 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:

• Client membership is a form of membership for a business entity.

• A Client can establish a Member account by subscribing.

• Users who work for the same Client can connect via the Corporate

Membership account.

• There may only be one (1) tealbook® account per Client. You can create

a master tealbook® account that connects your Users within tealbook®,

including providing access to Suppliers and Tags from such Users’

tealbook® accounts. You must designate one User as an administrator of

your account for security purposes. Your User administrator is responsible

for managing all of your User accounts, including promptly de-activating

Users who are no longer authorized or employed by you to access your

Member account.

• You can upload your Suppliers from a master list.

• You can upload your historic spend with Suppliers.

• You can invite Suppliers (who are not Members) to become tealbook®

Members and to be added to your tealbook® account.

• You can Tag Suppliers based on your own status designations (e.g.,

preferred, NDA, etc.).

You can save suppliers under customized lists.

• You can perform note tracking (e.g., date, note and author) on Suppliers.

• You can upload a document, an expiration date and notes to be shared

with other internal buyers.

• You can rate and add preferences.

• You can request a reference from another buyer inside or outside of your

enterprise account.

• You can store and track RFIs and their history.

• You can receive social media feeds from your Suppliers and sort and

organize Suppliers based on interest, functions, types of goods or services

sources, or according to other criteria.

TEALBOOK INC.

38 Camden Street, Suite 100

Toronto, ON M5V 1V1

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