Supplier Terms of Service

These Supplier Terms of Service (these “Terms of Service”) create a legally binding contract between the entity you represent (“you or “your”) and Salsify, Inc. (“we” or “us” or “our” or “Salsify”). These Terms of Service govern the manner in which you may access and use the Salsify supplier portal (the “Supplier Portal”) to transmit your product information (“Your Content”) to your retailers and other commercial partners.

1. SALSIFY SUPPLIER PORTAL.

Access and Use. We grant you the right to access and use the Supplier Portal solely for your own business purposes and solely to upload and transmit Your Content. We may discontinue or suspend your access to the Supplier Portal at any time without prior notice to you. We may modify the Supplier Portal at any time without prior notice to you. Except for the limited rights granted to you in these Terms of Service, we reserve all other rights in the Supplier Portal.

Restrictions. You will not: (a) access or use the Supplier Portal (or permit any anyone else to do so), except as expressly permitted herein; (b) reverse engineer or create derivative works based on the Supplier Portal; (c) copy, frame, mirror, sell, resell, rent, lease, or otherwise commercially exploit any part or content of the Supplier Portal; (d) use the Supplier Portal for benchmarking or competitive analysis with respect to competitive products or services, or to build a competitive product or service; (e) upload, post, store, distribute, transmit, sell, promote, or provide any information, data, or other material (including but not limited to Your Content) in an illegal manner or in a manner that violates or infringes the intellectual property rights or other rights of any third party; (f) access or search the Supplier Portal (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or features provided by us for use expressly for such purposes; (g) interfere with, or disrupt the integrity or performance of, the Supplier Portal, or any data or content contained therein or transmitted thereby; or (h) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Supplier Portal or any other user of the Supplier Portal.

Feedback. You hereby grant to us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate your suggestions and other feedback into our products and services.

License in Your Content. You grant to us a non-exclusive, royalty-free, sub-licensable, worldwide license during the Term, to use, host, reproduce, display, distribute, perform and modify Your Content to host, operate, and provide our products and services to you and our other customers.

Your Responsibilities. You will review Your Content for accuracy, completeness, and compliance before uploading or publishing Your Content through the Supplier Portal and you will be solely responsible for deciding whether to export or publish Your Content through the Supplier Portal and any consequences of such decisions.

2. FEES. Unless otherwise agreed with you in writing, you will not be charged a fee for your use and access of the Supplier Portal.

3. PRIVACY. The Salsify Privacy Policy explains how we collect, use, and disclose personal data collected under these Terms of Service. A copy of the Salsify Privacy Policy is available at https://www.salsify.com/privacy-policy.

4. CONFIDENTIALITY.

Confidential Information. “Confidential Information” means all written or oral information, disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), related to the business, products, solutions, services, or operations of the Disclosing Party, or a third party, that has been identified as confidential or that by the nature of the information ought reasonably to be treated as confidential, including the terms of these Terms of Service.

Use and Disclosure. Each Receiving Party agrees that it will not disclose the Confidential Information of the Disclosing Party to anyone except its employees, contractors, and third-party service providers and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than these Terms of Service, unless authorized by the Disclosing Party (e.g., through the Supplier Portal interface). Confidential Information shall not include information that is: (a) generally known to the public without breach of these Terms of Service; (b) obtained by the Receiving Party from another source not known to have an obligation of confidentiality to the Disclosing Party; (c) at the time of disclosure to the Receiving Party, already in the possession of the receiving party free of any confidentiality obligation; (d) independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party; or (e) required by applicable law or regulation to be disclosed, provided that the Receiving Party shall give the Disclosing Party prompt notice of any such requested disclosure and shall comply with any valid protective order that is obtained by such other party. For the purposes of clarity, you acknowledge that through uploading and transmitting Your Content through the Supplier Portal to other retail or commercial partners will not be deemed of this Section 4 (Confidentiality).

5. WARRANTIES. You represent and warrant that at all times: (a) the execution and performance of this Agreement, including your use of the Supplier Portal, will not conflict with or violate any provision of any applicable law; (b) this Agreement, when executed and delivered, will constitute a valid and binding obligation upon you, that you are authorized to enter into this Agreement on behalf of the organization you represent, and that this Agreement will be enforceable against you in accordance with its terms. (c) you either own fully and outright or otherwise possess and have obtained and provided all rights, approvals, licenses, consents, and permissions as are necessary to upload and transmit Your Content and to grant the licenses in and to Your Content under this Agreement

6. DISCLAIMER OF WARRANTIES. The Supplier Portal is provided “AS IS” without any warranty of any kind, and we and our licensors disclaim any and all warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose. You acknowledge that we do not warrant that the Supplier Portal will be provided or made available in an uninterrupted or error free fashion at all times, or that the Supplier Portal will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, or that the Supplier Portal will be accurate, complete, sufficient, or adequate to meet your requirements or needs.

7. LIMITATION OF LIABILITY. We will not be liable to you for any special, consequential, indirect, incidental, or exemplary damages (including, but not limited to, loss of profit), even if advised of their possibility. In no circumstances will our maximum liability for any claims to you arising under these Terms of Service or arising from your use of the Supplier Portal exceed $10,000.

8. INDEMNIFICATION. You will defend our directors, officers, affiliates, employees, contractors, and licensees (collectively the “Salsify Indemnitees”) against any claim, suit or proceeding brought by a third party (“Claims”) arising from: (a) Your Content, including without limitation, (i) any Claim that Your Content infringes, misappropriates or otherwise violates any third party’s intellectual property rights or (ii) any Claim that the use, provision, transmission, display or storage of Your Content violates any applicable law, rule or regulation; (b) any of your products or services; and (c) use of the Supplier Portal by you in a matter not in accordance with this these Terms of Service; and in each case you will indemnify and hold harmless each Salsify Indemnitee against any damages and costs awarded or agreed in settlement by you (including reasonable attorneys’ fees) resulting from such Claim. Each Salsify Indemnitee may enforce the terms of this indemnity.

9. TERMINATION. These Terms of Service will continue in effect until your access to the Supplier Portal is terminated either by you or us in accordance with this Section. You may terminate your acceptance of these Terms of Service and your access to the Supplier Portal at any time by providing written notice to us at legal@salsify.com. We may suspend or terminate your access to the Supplier Portal at any time for any reason. Sections 2(c), 3, 4, 5, 7, 8, 9, and 10 will survive termination of your access to the Supplier Portal.

10. GENERAL TERMS

These Terms of Service are the entire agreement concerning the subject matter contemplated herein and supersede any prior or concurrent communications.

If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf.

We may update these Terms of Service by providing you with reasonable notice. If, in our sole judgment, an update materially and detrimentally impacts your rights or obligations, we will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Any other updates will be effective on the date we notify you of the updated Terms of Service. Your continued use of, or access to, the Supplier Portal after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may terminate your acceptance of these Terms of Service under Section 9 (Termination).

We may assign these Terms of Service to any of our affiliates, or to a third party that succeeds to all or substantially all of our business and assets relating to the subject matter of these Terms of Service, whether by sale, merger, operation of law or otherwise.

If any portion of these Terms of Service is held invalid or unenforceable, the remainder will remain in full force and effect.

The failure of either party to insist upon strict performance of any provision of these Terms of Service is not to be construed as a waiver of any provision or right.

These Terms of Service are governed by the laws of the State of Delaware (USA) without regard to its conflict of laws rules.

CLASS ACTION WAIVER/MANDATORY ARBITRATION/WAIVER OF JURY TRIAL. PLEASE READ THIS SECTION CAREFULLY. IT INCLUDES AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE SUPPLIER PORTAL TO BINDING ARBITRATION RATHER THAN PROCEED IN COURT. THIS SECTION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THIS SECTION ALSO INCLUDES A JURY WAIVER.

You agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of any of Supplier Portal and these Terms of Services be final and binding arbitration. The Federal Arbitration Act and federal arbitration law apply to arbitrations under the Agreement (despite any other choice of law provision). To the extent that the Federal Arbitration Act and federal arbitration law do not supply substantive law necessary for the resolution of any disputes or claims, the laws of the State of Delaware shall apply.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (“AAA”). If the arbitration results in an award, then judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
NO ARBITRATION OR OTHER CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SUPPLIER PORTAL, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In the event that this Class Action Waiver is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration.
WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, YOU AND SALSIFY BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US.
In no event shall any claim, action or proceeding by you related in any way to this Agreement be instituted more than two (2) years after the cause of action arose.

Salsify 2024 Last Updated: 15 October 2024 Confidential & Proprietary