Terms and Conditions of Service for Vendors

Terms and Conditions of Service for Vendors

Welcome to the Northspyre Vendor Portal (the “Portal”). Northspyre Inc. (“Northspyre”,“us”, “our” or “we”) provides access to the Portal to the Vendor (“Vendor,” “you” or “your”) subject to the following User Terms (these “Terms”) so that you may offer your goods or services to potential customers through Northspyre’s proprietary vendor marketplace made available online to third party vendors and Northspyre’s customers (the “Vendor Marketplace”). You and Northspyre shall be known collectively as the “Parties” and singularly as a “Party”.

By visiting the Portal or registering as a user of the Portal, you accept these Terms and represent that you have the authority to bind the Vendor to these Terms. Please read these Terms carefully.

These Terms constitute the entire agreement between you and Northspyre related to your use of the Portal and the provision of any information by you to Northspyre or Northspyre’s customers through the Portal.

These Terms may be modified from time to time by us posting the updated Terms on our website or notifying you through the Portal. You are responsible for reviewing the revised Terms and/or any applicable postings. CONTINUED USE OF THE PORTAL AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES OR POSTINGS. We may change the Portal or add or delete any features or functionality, or any aspect of the services, in any way at any time for any reason.

1. PERMITTED USE; CONDITIONS OF USE

Permitted Use of the Portal. Subject to the terms and conditions of these Terms, Northspyre grants to you and you accept a non-exclusive, non-transferable right and license to use the Portal solely in support of making your products and services available to Northspyre’s customers through the Vendor Marketplace.
Representations and Warranties. In order to access or use the Portal and Vendor Marketplace, you agree that:
1. your access to or use of the Portal and Vendor Marketplace will only be in your capacity as an authorized representative of the Vendor; and
2. the Vendor complies with applicable laws and does not offer, advertise, sell or lease illegal products and/or services.
Prohibited Use of the Portal. You agree that you will not, directly or indirectly, at any time: (i) share your Portal account credentials with anyone, (ii) bypass or breach, or attempt to bypass or breach, any security device or protection used in connection with the Portal, (iii) interfere with or disrupt the integrity or performance of the Portal, (iv) input, upload, post, transmit, store or otherwise provide to or through the Portal any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware or other technologies, devices, or means which may permit unauthorized access to, or destroy, interrupt, disrupt, disable, distort, or otherwise harm or impede the Portal in any manner or limit the functionality of any computer software, hardware or telecommunications equipment of Northspyre, (v) introduce any harmful code or prevent anyone from accessing or using the Portal, including any virus, bug, Trojan horse, worm, backdoor, malware or other malicious computer code, and any time bomb or drop-dead device, (vi) access or use the Portal in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law, (vii) upload, post, transmit, store, or otherwise make available content in the Portal that is, in Northspyre’s sole discretion, unlawful, threatening, abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature, constitutes unauthorized or unsolicited advertising, or that otherwise violates our rules or policies as may be established or amended from time to time, (viii) upload, post, transmit, store, or otherwise make available in the Portal any information in any form that identifies an individual or relates to an identifiable individual (collectively, “Personal Information”), or (ix) access the information available on the Portal for purposes of disclosing any information on the Portal to a competitor of Northspyre.
Monitoring. To the maximum extent permitted by applicable law, Northspyre may (but assumes no obligation to) monitor any electronic communications you make in connection with the Portal and may disclose such information to law enforcement in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with these Terms, and protecting the rights, property, and interests of Northspyre or any third party (including Northspyre’s customers).
Third Party Pass Through Terms. Northspyre may use third party resources to provide certain features or functionality on the Portal. Such third parties may require that Northspyre present to you certain terms and conditions related to your use of their products. By accessing and using the Portal, you acknowledge and agree to all such third-party terms and conditions. Northspyre maintains a list of the third-party terms and conditions here. Northspyre does not assume any responsibility or liability for the availability or accuracy of such features or functionality made available to you via third party resources. Should you elect to enter into a binding contract with any such third party, you agree to hold Northspyre and its affiliates, and their respective officers, directors, employees, and agents harmless and hereby release Northspyre and its affiliates, and their respective officers, directors, employees, and agents from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of accepting or using anyfeatures or functionality on the Portal that are available from such third parties.

2. YOUR ACCOUNT

Registration. You must register for a user account to access and use the Portal. By registering for an account and/or accessing and using the Portal, you represent, warrant, and signify that: (i) you are at least 18 years old, (ii) you have read, understand, and agree to be bound by these Terms, as may be amended from time to time, and (iii) any information you provide to us, both when you register for an account and in the future, is and will be true, accurate, current, and complete.
Account Information. You are responsible for maintaining the confidentiality of your account login credentials and for all access to and use of the Portal through such login credentials (whether or not authorized by you). You may not share your account with anyone, and you agree to immediately notify us of any unauthorized use or disclosure of your login credentials by sending an email to support@northspyre.com. You agree to keep your password secure. Northspyre will not be liable in any way if we are unable to retrieve or reset a lost password. You agree that we may deny access, use, and/or registration privileges to any user of the Portal at any time and in our sole discretion, including if we have reason to believe an account was created with false information or otherwise used for fraudulent purposes. If you make changes to your settings or user permissions within the Portal, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately.

3. CONTENT AND SUBMISSIONS

Content. By providing information to Northspyre through registration or use of the Portal, you grant to Northspyre a perpetual, irrevocable, worldwide and non-exclusive license to reproduce, modify, translate, publish, display, distribute and make such information (“Content”) available to other companies, customers, organizations, individuals, and users for any lawful purpose. You understand that in order for us to provide and operate the Portal, Content may be transmitted by you or us over various public networks and in various media in compliance with our security protocols and we may make changes to Content to meet the technological requirements of such networks and media. You are responsible for ensuring that Content is protected and your rights in Content are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to Content, and we do not guarantee any confidentiality with respect to Content. We reserve the right to remove, screen, edit or reinstate Content at our sole discretion for any reason or no reason, and without notice to you.

You assume all risks associated with Content, including anyone’s reliance on its quality, accuracy or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of Content as described herein You may not imply that Content is in any way sponsored or endorsed by Northspyre. You may expose yourself to liability if, for example, Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.

You understand and acknowledge that Northspyre may allow third parties, including customers, to post certain content about you, including ratings, comments and reviews. You represent and warrant that you will not, and will not authorize or induce any other party, to post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review; misrepresent your identity or affiliation to anyone; and solicit or ask for reviews from your customers
Pre-Populated Information. From time to time, Northspyre may pre-populate certain fields on your page in the Portal with publicly available information (for example, pulling your company’s business description from your company’s webpage). This information is provided for your convenience. You may modify any such content through the features included in the Portal. In the event you do not modify or remove any such information after accessing the Portal, all such information shall be deemed to be Content and subject to the license set forth in Section 3(A) above.
Submission of Feedback. If you upload, post, transmit, store or otherwise make available any suggestions or feedback through the Portal regarding any features, functionality, or performance that we incorporate into the Portal (each a “Submission”), such Submission shall be the exclusive property of Northspyre, and is hereby irrevocably assigned to Northspyre. You hereby irrevocably and unconditionally waive all “moral rights” that you may now have or have in the future relating to each Submission. Upon request by Northspyre, you shall execute such assignments or conveyances of interest as may be necessary to assist Northspyre to prosecute, register, perfect, or record its rights in or to any Submission. You acknowledge that: (i) Submissions have no substantial use except in connection with the Portal, (ii) in many cases, Submissions are derivative works based upon the Portal, and there are only a limited number of ways to design and implement many Submissions, (iii) other Northspyre customers may have a need for a Submission that are the same as or similar to Submissions of Vendor, and (iv) it is not in the best interest of either party for any user of Submissions to be prevented from using Submissions, regardless of the source.
Compliance with Applicable Law. When you provide information to us in the Portal, you represent and warrant that you have the unfettered right to do so, you are doing so in compliance with all applicable laws, you have no reason to believe you are violating the rights of any person, including intellectual property rights, or any contract or other obligation to which you are subject, and you are not subjecting us to any expense or liability.
No Personal Information. You are responsible for ensuring that the information you upload, post, transmit, store or otherwise available in the Portal (other than your registration information) does not contain any Personal Information. Any violation by you of this provision shall be considered a material breach of these Terms. Any Personal Information provided by you during the registration process shall be treated in accordance with our Privacy Policy.

4. CONFIDENTIAL INFORMATION

“Confidential Information” means all confidential or proprietary information of such Party or of any affiliate of such Party, including any technical or nontechnical, written, electronic, visual, graphic information or data, including business plans, strategies, project developments, and material sourcing proposals, disclosed by or on behalf of that Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with these Terms (“Receiving Party”). The Receiving Party shall hold in confidence, and shall not disclose (or permit its personnel to disclose) any Confidential Information to any person or entity except to directors, officers, employees, outside consultants, agents or advisors (collectively “Representatives”) who have a need to know such Confidential Information in the course of the performance of their under these Terms and who are bound by a duty of confidentiality no less protective of the Disclosing Party’s Confidential Information than the terms of this Section; provided, however, that Northspyre may disclose any Content you upload to the Portal to third parties consistent with the license grant set forth in Section 3(A) above. The Receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another party without the prior written consent of the Disclosing Party. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information, (ii) is or has become public knowledge through no fault of the Receiving Party, (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation, or (iv) is independently developed by employees of the Receiving Party who had no access to such Confidential Information. The Receiving Party may also disclose Confidential Information if required pursuant to a governmental law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice, if and as permitted by law, to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy; and therefore, that upon any such disclosure or threatened disclosure by the Receiving Party, the Disclosing Party shall be entitled to seek appropriate equitable relief (without posting a bond or other security) in addition to whatever other remedies the Disclosing Party might have at law and under these Terms.

5. NO WARRANTIES

NORTHSPYRE PROVIDES THE PORTAL “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, WITH THE EXPRESS UNDERSTANDING THAT NORTHSPYRE MAY NOT MONITOR, CONTROL, OR VET CONTENT OR THIRD-PARTY CONTENT. YOU EXPRESSLY AGREE THAT USE OF THE PORTAL IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NORTHSPYRE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PORTAL OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE PORTAL AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (i) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (ii) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (iii) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. NORTHSPYRE DOES NOT WARRANT THAT THE PORTAL, ITS SERVERS OR E-MAILS SENT ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NORTHSPYRE MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY OR RELIABILITY OF THE PORTAL, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR ANY CONTENT. ACCORDINGLY, NORTHSPYRE IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE. NORTHSPYRE MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, INCLUDING CUSTOMERS.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL NORTHSPYRE BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OF THE PORTAL, EVEN IF NORTHSPYRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (i) BREACH OF CONTRACT, (ii) BREACH OF WARRANTY, (iii) NEGLIGENCE, (iv) LOSS OF PROFITS OR REVENUE, (v) BUSINESS INTERRUPTION, (vi) REPUTATIONAL HARM, (vii) LOSS OF INFORMATION OR DATA OR (viii) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT NORTHSPYRE IS NOT RESPONSIBLE OR LIABLE FOR (a) ANY CONTENT; (b) ANY THIRD PARTY CONTENT, CONDUCT, TRANSMISSIONS OR DATA; (c) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE PORTAL; (d) ANY INCOMPATIBILITY BETWEEN THE PORTAL, SOFTWARE AND HARDWARE; OR (e) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE PORTAL. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE PORTAL, VENDOR MARKETPLACE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE PORTAL AND VENDOR MARKETPLACE.

7. INDEMNIFICATION

You release us and will indemnify, defend and hold harmless Northspyre and its affiliates, and their respective Representatives against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to (i) your access to or use of the Portal and Vendor Marketplace, (ii) your breach of any representation or warranty or other obligation contained in these Terms, (iii) any Content or Submissions, (iv) your products or services, or the marketing or provision thereof to customers or (v) your, a customer’s or any other third party’s actions or inactions taken or decisions made based upon the Portal or Vendor Marketplace (together, “Claims”). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld.

8. INTELLECTUAL PROPERTY RIGHTS

Ownership. You acknowledge and understand that Northspyre owns all rights, title and interest in the Portal and any related data contained therein.
License Grant. We grant you a non-exclusive, non-transferable, revocable, limited license to use the Portal in accordance with these Terms. This license may be revoked upon breach of these Terms by you and shall automatically be revoked upon termination or expiration of these Terms. Except as set forth in these Terms, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, or reverse engineer any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Portal. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of products or services) based on the Portal, or create derivative works based on the Portal.

9. TERM AND TERMINATION

Northspyre may terminate these Terms or terminate or suspend your access to the Portal at any time with or without cause. Upon any termination or suspension of these Terms, your right to use the Portal will cease immediately, and you will not be able to retrieve any information related to your account. All provisions that reasonably may be construed as surviving these Terms will survive the expiration or termination of these Terms.

10. CHOICE OF LAW; LOCATION FOR RESOLVING DISPUTES

The laws of the State of Delaware govern these Terms and any dispute or claims for enforcement, breach or violation of duties or rights under these Terms, without reference to conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Atlanta, Georgia or Wilmington, Delaware in all disputes arising out of or relating to the use of the Portal or these Terms.

11. GENERAL

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Northspyre and you regarding the Portal and these Terms supersede and replace any and all prior oral or written understandings or agreements between Northspyre and you regarding the Portal.
Communications. You acknowledge that we will communicate with you primarily via email or by posting notices on the Portal. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing.
Force Majeure. You agree that we are not liable for a delay or failure in performance of the Portal or under the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labor disputes, lockouts and strikes, riots, war, floods, insurrections, disease outbreaks (or any worsening thereof), legislative changes, and governmental actions.
Severability.If any of the provisions of these Terms are, for any reason, held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of these Terms, and these Terms will be construed as if they had never contained such invalid, illegal, or unenforceable provision.
Headings. The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.
No Assignment. You may not, without our prior written consent, assign these Terms, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Terms and will be void. We may assign these Terms to a third party at any time in our sole discretion. These Terms will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
Contact Us. If you have any questions or comments regarding these Terms, please contact support@northspyre.com.

Last Updated: September 8, 2024.