Version 1.4 - Effective October 15, 2023
Welcome, and thank you for your interest in Conveyor!
These Terms of Service (the "Terms") are an important, binding contract between us and you. Please read them carefully before using Conveyor.
Conveyor has several policies (the "Policies") that form part of these Terms, each of which is incorporated into this Agreement (as further defined):
- Acceptable Use Policy
- Privacy Statement
- Data Processing Addendum
- Responsible Disclosure Policy
- Security Policy
- Subprocessor Directory
- Trademark Policy
The "Agreement" refers to these Terms and all applicable the Policies together. In this Agreement:
- "Conveyor," "we," “our,” and "us" means Conveyor Inc.
- “You,” and “your” refer to you in your individual capacity, or, if your access is being made on behalf of your organization, your organization and all of its users and End Users.
- The "Services" means the Conveyor website, and other software and services made available by us, including app.conveyor.com and without limitation any other paid or unpaid products or features. The Services includes but is not limited to:
- Vendor Network and Vendor Management apps such as Vendor Trust Reports, Vendor Inventory, New Vendor Requests, Vendor Security Reviews, and Risk Management
- Trust Builder apps such as Portal, Knowledge Base, Questionnaire Eliminator and Questionnaire Responses
- Ticketing, account management, support, and related services,
- Any other platforms, APIs, interfaces, related web sites, networks, embeddable widgets, downloadable software, and other services we provide.
- Section 24 contains more defined terms.
The general idea of this Agreement is that we grant you a license to use, and maintain an account on, the Services. In return you agree to abide by our terms and policies. Your failure to abide by your obligations under these policies is grounds for the termination of that license, suspension or termination of your account and other actions described here. You acknowledge and agree that, as provided in greater detail in this Agreement:
- The Services are licensed, not sold to you, and that you may use the Services only as set forth in this Agreement;
- You are solely responsible for protecting the privacy and legal rights of your End Users, except as provided for in a Data Use Agreement between you and Conveyor, if applicable;
- You are solely responsible for exporting Customer Content and Conveyor materials from the Services prior to closing your Conveyor account;
- THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND CONVEYOR’S LIABILITY TO YOU IS LIMITED; and
- Disputes arising hereunder will be resolved by binding arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND CONVEYOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by (a) NEUTRAL ARBITRATOR(S) and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Arbitration Agreement in Section 21 below for the details regarding your agreement to arbitrate any disputes with Conveyor.
This Agreement takes effect when you click an "I Accept" button or checkbox presented with these terms, sign a contract that incorporates these terms by reference, or, if earlier, when you use any of the Services (the "Effective Date").
You must be at least eighteen (18) years of age to use the Services. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization.
We may, in our sole discretion, refuse to offer the Services to any person or entity, suspend or terminate your access to the Services at any time, take Remedial Action or change its eligibility criteria at any time. If you become aware that any use of the Services violates the Acceptable Use Policy or the terms of this Agreement, you will immediately suspend your access.
3. Your Account, Use and Paid Use of the Services
To access the Services, you may be required to create a Conveyor user account. You may also need to create a Conveyor organization account, if one does not exist already.
If you register for an account, you may also be required to provide us with some information about yourself, such as your email, phone number or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate at all times. You are responsible for all activities that occur under your accounts, regardless of whether the activities are undertaken by you, your employees, End Users or another third party (including your contractors or agents). You may create additional user accounts for users within or outside of your organization, in which case you represent that you have authority and consent to provide information about such users as applicable and for us to use such information for the purpose of providing the Services.
Each Conveyor user account is protected by credentials. You are responsible for maintaining the security of your credentials, including use of two-factor authentication. Conveyor and our affiliates are not responsible for unauthorized access to your account, except to the extent caused by our breach of this Agreement.
If you do not abide by your obligations, or if you violate our Acceptable Use Policy, we may determine your account to be not in good standing and may take Remedial Action pursuant to Section 6. Good standing is determined at Conveyor's sole discretion.
CONVEYOR RESERVES THE RIGHT TO DISABLE ANY USER'S ACCESS TO ANY PART OF THE SERVICE, AND TO TERMINATE ANY USER'S ACCOUNT.
You may terminate your account and/or access to the Services and this Agreement at any time in accordance with Section 12.
- Your obligations. In order to access your account or the Services, you agree, without limitation, that your obligations (including, for the avoidance of doubt, the obligations of your End Users) include, but are not limited to, the following:
- Your use of the Services must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software.
- You will provide us with true and accurate information and responses in connection with your use of the Services.
- You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen.
- You will not attempt to gain access to Conveyor's internal administrative tools.
- You will not attempt to disrupt the Services.
- You will abide by the Acceptable Use Policy.
- You will abide by the restrictions in our Security Policy on how the Services may be implemented.
- You will remit payment timely for the Services, as specified in the Billing policy and any Sales Order you may execute.
- If you are using the Services to process regulated data, including but not limited to HIPAA PHI or EU GDPR personal data, you must have a valid, signed HIPAA Business Associate Agreement, EU GDPR Data Protection Agreement, or other applicable agreement with Conveyor and have applied any required security configurations and controls to your account as specified in that agreement.
- Maintaining backups of Customer Content outside Conveyor.
- Properly handling any claims relating to Customer Content, and properly handling and processing notices sent to you or your affiliates by any person claiming that Customer Content violates such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
- Paid Services. In order to gain access to any Paid Services, you may be required to enter into a mutually executed Master Subscription Agreement, and any applicable Policies that may be required by Us. Use of and access to the Services is governed by the applicable Master Subscription Agreement and Policies to the extent such duly executed Master Subscription Agreement exists between Us and You. In the event of conflicts between this Agreement and the Master Subscription Agreement, or any other agreement and the Master Subscription Agreement, the Master Subscription Agreement governs.
4. Privacy & Security
- Your End Users' privacy. You are responsible for protecting the privacy and legal rights of your End Users. Your obligations include but are not limited to:
- Properly configuring the Conveyor Services to protect your users' information;
- Configuring and enforcing user access policies and permissions for the Conveyor Services;
- Protecting passwords, API keys, CLI tokens, and other sensitive credentials;
- Managing Conveyor roles, users and permissions; and
- Security and suitability of external services you use, including without limitation GSuite, Okta, Jamf, Slack, Jira, Github, Docusign, Amazon Web Services and others.
5. Fees and Charges
- Payments, pricing and invoicing. You incur fees and charges based on your use of the Services; fees are levied as described in Services, and, notwithstanding any other provision of this Agreement, are subject to change from time to time in our sole discretion, which changes will be updated on https://www.conveyor.com/pricing or elsewhere on the Site. We may change our Billing policy as described in this Agreement. In the event we do so, we will give you thirty (30) days notice before the beginning of the billing cycle during which the revised policy will be applied. Resources included in the base fee of a Sales Order are not subject to a price change for the term of that contract, as you have already agreed to the base fee commitment, and Conveyor has committed to providing you the Services at the price specified in your agreement.
We bill once per month or as indicated in your Sales Order, as applicable. We may invoice you more frequently if we determine that your account is at risk of non-payment. Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason.
All amounts payable are denominated in United States dollars, and you agree to pay all such amounts in United States dollars. If you link a debit or credit card to your account, you expressly authorize us to collect paid Service fees by debit from your linked debit card or charge to your linked credit card at regular intervals. Regardless of payment device, we reserve the right to collect paid Service fees by deduction from your linked bank account. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all reasonable expenses and attorneys fees we incur collecting late payments. We reserve the right to discontinue the provision of the Services to you for any late payments.
To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within sixty (60) days after the charge (this does not affect your credit card issuer rights). To the fullest extent permitted by law, refunds (if any) are at our discretion and only in the form of credit for the Services. Nothing in this Agreement obligates Conveyor to extend credit to any party.
- Taxes. You are responsible for paying all taxes and government charges and will pay us for the Services without any reduction. In the event that Conveyor is obligated to collect or pay taxes, those taxes will be invoiced to you, unless you provide us with a timely and valid tax exemption certificate issued by the appropriate authority for each jurisdiction in which you claim exempt status.
If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
6. Suspension, Removal, and Remedial Action
Under some circumstances, you are obligated to suspend or remove Content from the Services and take remedial measures, such as if Customer Content is compromised or is being used to violate our Acceptable Use Policy.
In addition to your obligations, we reserve the right to suspend your account, suspend your access or your End Users' access to the Services, and/or suspend or remove any Content or access to Services (take "Remedial Action") in our sole discretion and without notice. Our right to take Remedial Action is in addition to our right to terminate this Agreement pursuant to Section 12.
- Your obligations. If you become aware that any of Customer Content, or End User's use of the Services, or data violates the Acceptable Use Policy, you will immediately suspend that End User’s access, and remove such Content and otherwise remedy the violation. If you fail to remedy the violation on your own, we will make a specific request that you do so. If you do not remedy the violation within the time period specified in our request (in no case later than 24 hours), we may take Remedial Action.
We reserve the right to take Remedial Action if you are in breach of this Agreement, including if you are delinquent on your payment obligations by more than fifteen (15) days.
- Our obligations. We will always try to resolve Acceptable Use issues within a mutually acceptable timeframe. We reserve the right to take unilateral Remedial Action at any time, however, to enforce our policies and ensure the safety and security of our customers and their users. If we take Remedial Action without prior notice, we will provide the reason to you as soon as practically possible.
7. Intellectual Property
- Content. As between you and Conveyor, you own Customer Content. You are solely responsible for the development, operation, maintenance, and use of Customer Content. For example, you are solely responsible for:
- Backing up and securing Customer Content outside Conveyor;
- Compliance of Content with the Acceptable Use Policy, other Policies, and any applicable laws or regulations;
- Any claims relating to Customer Content; and
- Properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Customer Content violates such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
You represent and warrant to us that:
- You or your licensors own all right, title, and interest in and to Customer Content and Applications;
- You have all rights in Customer Content necessary to grant the rights contemplated by this Agreement;
- None of Customer Content, or End Users’ use of Customer Content, or the Services, will violate the Acceptable Use Policy; and
- You will set up a process to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act.
Conveyor responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. Please see Section 8 of this Agreement. We reserve the right to take Remedial Action upon receipt of a valid DMCA notice.
- Proprietary rights. In general, except as expressly set forth below in Sections 9 and 10, this Agreement does not grant either party any rights, implied or otherwise, to the other's Content or any of the other's intellectual property. As between the parties, you own all intellectual property rights in your customer data, and We own all intellectual property rights in the Services.
Notwithstanding that general principle:
- You consent to our use of Customer Content and Service Data to provide the Services to you and any End Users;
- We may disclose Customer Content and Service Data to provide the Services to you or any End Users;
- We may disclose Customer Content and Service Data to comply with any request of a governmental or regulatory body (including subpoenas or court orders); and
- If you provide any suggestions to us, we will own all right, title, and interest in and to your suggestions, even if you have designated the suggestions as confidential. We and our affiliates will be entitled to use your suggestions without restriction. You hereby irrevocably assign us all right, title, and interest in and to your suggestions.
8. Digital Millennium Copyright Act
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Conveyor Services, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
- 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 law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
Submit the above information to:
Attn: DMCA Notices
548 Market St
San Francisco, CA 94104-5401
Conveyor will promptly terminate without notice the accounts of users that are determined by Conveyor to be “repeat infringers." A repeat infringer is a user who has been notified of infringing activity or has had Content removed from the Service at least twice.
This procedure is exclusively for notifying Conveyor that your copyrighted material has been infringed. This policy is intended to protect and comply with Conveyor's rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but does not constitute legal advice. You should contact an attorney for counsel regarding your specific legal rights and obligations.
9. Your Licenses from Conveyor
- License to access and use the Services. In general, except as expressly set forth below in Sections 9 and 10, this Agreement does not grant either party any rights, implied or otherwise, to the other's Content or any of the other's intellectual property.
We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. This license is valid only during the term of this Agreement, and is revoked upon termination. This license is subject to the following restrictions:
- Neither you nor any End User may use the Services in any manner or for any purpose other than as expressly permitted by this Agreement.
- Neither you nor any End User may, or may attempt to (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) resell or sublicense the Services, or (e) circumvent any security mechanisms used by Conveyor, or on the Services.
- All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
- During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.
- Our trademarks. Conveyor hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Conveyor trademarks for the sole purpose of promoting or advertising that you use the Conveyor Services. This license shall be exercised only in accordance with the current version of our Trademark Policy. You agree that all goodwill generated through your use of the Conveyor trademarks shall inure to the benefit of Conveyor.
10. Our Licenses from You
11. Third-Party Links & Content ; Other Users
- Third-Party Links & Content. The Site may contain links to third-party websites, services, and Content, and/or display advertisements or offerings for third parties (collectively, “Third-Party Links & Content”). Such Third-Party Links & Content are not under the control of Conveyor, and Conveyor is not responsible for any Third-Party Links & Content. Conveyor provides access to these Third-Party Links & Content only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Content. You use all Third-Party Links & Content at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Content, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices, to the extent you leave the Service. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Content.
- Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you, Us or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Conveyor will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
- Release. You hereby release and forever discharge Conveyor (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Content). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
The license granted in this Agreement will remain in effect, unless terminated earlier as set forth in this Agreement. Sections 7 (Intellectual Property), 12 (this Section), 15 (Indemnification), 16 (Exclusion of Warranties), 17 (Limitations of Liability), 20 (Governing Law), 21 (Dispute Resolution and Arbitration), and 23 (General Terms) shall continue to be effective after this Agreement is terminated.
Unless you have entered into a duly executed Master Subscription Agreement, Sales Order or other contractual commitment to Conveyor which supersedes any conflicts with the terms of this Section 12:
- You may terminate this Agreement at any time by canceling your account, and
- We may, in our sole discretion for any or no reason, terminate this Agreement by canceling your account or any portion of your access to the Services.
YOU ARE SOLELY RESPONSIBLE FOR EXPORTING CUSTOMER CONTENT FROM THE SERVICES PRIOR TO CLOSING YOUR ACCOUNT. IF WE CANCEL YOUR ACCOUNT, WE WILL PROVIDE YOU A REASONABLE OPPORTUNITY TO RETRIEVE CUSTOMER CONTENT, AS PERMITTED BY LAW.
You will not receive any refunds if you terminate this Agreement. If the Agreement is terminated, all of your rights under this Agreement immediately terminate and all fees and charges (including any applicable taxes) owed by you to us are due immediately, including fees and charges for in-process tasks completed after the date of termination.
You acknowledge and agree that during the term of this Agreement (including any extensions and renewals hereof), You consent to Conveyor’s use of Customer’s name and logo and general description of Customer’s relationship with Conveyor in press releases and other marketing materials and appearances. You further permit Conveyor to use Customer’s name as a reference account for marketing purposes and agree, from time to time, to support Conveyor by participating in reference phone call(s) and other marketing events including with press, analysts, and Conveyor’s existing or potential investors or customers upon reasonable request by Conveyor.
14. Changes to the Services and these Terms
You acknowledge and agree that the form and nature of the Services which Conveyor provides may change from time to time without prior notice, subject to the terms in Section 6. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to any applicable Master Subscription Agreement(s), Policies named in this Agreement, security patches, added functionality, and other enhancements.
We also reserve the right, at our discretion, to change the Agreement, these Terms, as well as the Policies, on a going-forward basis at any time.
If the changed Agreement, Terms or Policies materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms or Policies, as applicable. If we require your acceptance of the changed Terms or Policies, changes are effective only after your acceptance, and your continued use of the Services constitutes acceptance of such changes and updated Agreement, Terms or Policies as applicable.
If you do not accept the changed Terms or Policies, we may terminate your access to and use of the Services. If you are under contractual commitment to Conveyor, we may choose not to renew your contract.
In the event that a change to these Terms or Policies does not materially modify your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within the Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. These changes are effective upon publication of the changed Terms or Policies.
Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement, or, if a duly executed Master Subscription Agreement exists, the Master Subscription Agreement, that was in effect between the parties at the time the dispute arose.
Your Obligations to Us. You agree that you will be responsible for your use of the Services, and if you harm someone or get in a dispute with someone else, we will not be involved. You agree to defend and indemnify Conveyor and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Conveyor Entities") from and against every third-party claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; or (e) Customer Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.
16. EXCLUSION OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONVEYOR DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT.
CONVEYOR IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE, FOR DAMAGING CONTENT PASSING THROUGH THE SERVICES, FOR THIRD PARTY CONTENT THAT IS INACCURATE OR INCOMPLETE, OR FOR BREACHES OF DATA OTHER THAN THOSE CAUSED BY OUR GROSS NEGLIGENCE.
CONVEYOR DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE, TIMELY, OR UNINTERRUPTED. CONVEYOR DOES NOT WARRANT THAT THE SERVICES WILL BE SECURE, EXCEPT AS EXPRESSLY DOCUMENTED. THE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. YOU UNDERSTAND THAT YOU USE THE SERVICES AT YOUR OWN DISCRETION AND RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE CONVEYOR ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
17. LIMITATIONS OF LIABILITY
IN NO EVENT WILL CONVEYOR OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CONVEYOR ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF CONVEYOR AND ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT PAID BY YOU TO CONVEYOR FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
All Confidential Information of the disclosing party shall not be used by the receiving party for any purpose other than as required to perform this Agreement or to exercise any rights granted to it under the terms of this Agreement.
The receiving party agrees to use all reasonable precautions to protect the confidentiality of and to prevent the unauthorized use or disclosure of the other party’s Confidential Information. Without limiting the foregoing, the receiving party shall take at least those precautions that it takes to protect its own confidential information of similar type and sensitivity.
The receiving party agrees (a) to hold the other party’s Confidential Information in the strictest confidence; (b) not to disclose the other party’s Confidential Information to any third party; provided, however, the receiving party may disclose the other party’s Confidential Information (i) to its employees, contractors and professional advisors who have a bona fide need to know such Confidential Information, and are bound by an obligation of confidentiality no less protective than this Agreement (ii) as required by law in accordance with the following section.
The receiving party may disclose the disclosing party’s Confidential Information if and only to the extent that such disclosure is required by any request or order of any governmental authority or by applicable law; provided, however, that the receiving party shall notify the disclosing party in writing of such requirement prior to disclosing and provide the disclosing party a reasonable opportunity to: (a) review the disclosure and to interpose its own objection to the disclosure or (b) seek a protective order or other appropriate relief.
The receiving party will promptly return or destroy the Confidential Information, including all copies, documents and other manifestations containing any Confidential Information, to the disclosing party upon request or termination of this Agreement. All Confidential Information and all materials or other items embodying or disclosing any portion of the Confidential Information, including any copies or summaries thereof, shall be and remain the property of the disclosing party, or its customers or suppliers as the case may be.
As with any cloud service, you have ongoing security responsibilities to protect Customer Content. You hereby agree to the terms of our Security Policy.
20. Governing Law
This Agreement is governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement, then, unless another location is expressly specified in this Agreement, you and Conveyor agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating any dispute.
21. Dispute Resolution and Arbitration
- Generally. In the interest of resolving disputes between you and Conveyor in the most expedient and cost effective manner, you and Conveyor agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CONVEYOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of Section 21(A), we both agree that nothing in Agreement will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. Any arbitration between you and Conveyor will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Conveyor.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). Conveyor's address for Notice is:
548 Market St
San Francisco, CA 94104-5401
The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within thirty (30) days after the Notice is received, you or Conveyor may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Conveyor must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Conveyor will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Conveyor in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
- Fees. If you commence arbitration in accordance with this Agreement, Conveyor will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Conveyor for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the preceding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
- No Class Actions. YOU AND CONVEYOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Conveyor agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications. If Conveyor makes any future change to this arbitration provision (other than a change to Conveyor's address for Notice), you may reject the change by sending us written notice within thirty (30) days of the change to Conveyor's address for Notice, in which case your account with Conveyor will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, will survive.
- Enforceability. If Section 21(F) is found to be unenforceable or if the entirety of this Section 21 is found to be unenforceable, then the entirety of this Section 21 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 20 will govern any action arising out of or related to this Agreement.
22. Notice to California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
23. General Terms
A. Notices. All notices to Conveyor must be in writing and addressed to email@example.com. Notice will be treated as given on receipt as verified by written automated receipt or by electronic log (as applicable).
You agree that Conveyor may provide you with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the Conveyor Services. By providing Conveyor your email address, you consent to us using the email address to send you any notices required by law in lieu of communication by postal mail.
B. Assignment. You may not assign any part of this Agreement without our written consent. Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under this Agreement, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
C. Force Majeure. Conveyor shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
D. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
E. No Waiver. You agree that any delay or failure of Conveyor to exercise or enforce any legal right or remedy which is contained in this Agreement (or which we have the benefit of under any applicable law), for any reason, does not constitute a formal waiver of our rights and that those rights or remedies will still be available to us.
F. Severability. If any term (or part of a term) of this Agreement or the Terms is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
G. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless expressly stated.
H. Equitable Relief. Subject to Section 21 (Dispute Resolution and Arbitration), nothing in this Agreement will limit either party's ability to seek equitable relief.
I. Amendments. This Agreement may be modified at any time pursuant to Section 14 of this Agreement.
J. Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter, other than the Master Subscription Agreement(s), if duly entered into between you and us, in which case, the Master Subscription Agreement supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are hereby incorporated by this reference, and you acknowledge you have access to and have reviewed such Policies. After the Effective Date, Conveyor may provide you with an updated URL in place of any URL in this Agreement.
K. Interpretation of Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the documents will be controlled in the following order: The Master Subscription Agreement, this Agreement, and the terms located at any URL.
"Acceptable Use Policy" means the policy currently available at https://www.conveyor.com/legal/acceptable-use, as it may be updated by us from time to time.
"Portal" means the Portal features allowing Users to manage and securely share documents with customers and prospects .
“Knowledge Base” means the Conveyor Knowledge Base features allowing Users to maintain a group of question and answer pairs.
“Vendor Management” means Vendor Management features allowing Users to assess their vendors’ security posture, track changes and report on overall risk.
“Vendor Network” means the browsable and followable directory of vendors on Conveyor’s network, including vendors about whom Conveyor has authored a Trust Report as well as vendors who have a Portal.
“Confidential Information” means all business, technical personal, and financial information, which a party obtains from the other or learns from the other in connection with this Agreement either directly or indirectly, in writing, orally, or by inspection or access to tangible objects or computer systems whether or not marked confidential, including, without limitation, Subscriber data, claims data, protected health information (as defined by HIPAA), and nonpublic information regarding the disclosing party’s products, services, technology, finances, pricing, clients, prospects, employees, data sources, plans, marketing, legal affairs, compliance, ideas, inventions, research, contracts, opportunities, methods, techniques, procedures, know-how, and trade secrets, together with all information received by or on behalf of the disclosing party from third parties which the disclosing party is obligated to keep confidential. Confidential Information will not include any information that (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure without breach of this Agreement; (c) was lawfully received from a third party without such restrictions; (d) was known by the receiving party, its employees or agents without such restrictions prior to its receipt pursuant to this Agreement; (e) was independently developed without breach of this Agreement; (f) was generally made available by third parties without such restriction; or (g) is required to be disclosed pursuant to judicial order or other compulsion of law, provided that the receiving party shall provide to the disclosing party prompt written notice of such order and a reasonable opportunity to challenge such order at the disclosing party’s own expense prior to making such disclosure, unless doing so is prohibited by law.
"Conveyor Marks" or "Marks" mean any trademarks, service marks, service or trade names, logos, and other designations of Conveyor and its affiliates that we may make available to you in connection with this Agreement.
"Conveyor Site" means https://www.conveyor.com, http://www.conveyor.com, any subdomain owned or operated by Conveyor, and any successor or related site designated by us.
"Content" means software, data, text, audio, video, images or other content.
“Customer Content” means Content you or any End User (a) runs on the Services, (b) causes to interface with the Services, or (c) uploads to the Services under your account or otherwise transfers, processes, uses, or stores in connection with your account. Examples include but are not limited to documents uploaded to Portal, logos uploaded to Your Portal, Questions added to Knowledge Base or Vendor names and details added to Vendor Inventory.
“Service Data” means any information, content and data relating to the use, and/or performance of the Services, including data generated in connection with Customer and Customer’s End User use of the Services. Service Data does not include Customer Content.
"End User" means any individual or entity that directly or indirectly through another user:
- Accesses or uses Customer Content; or
- Otherwise accesses or uses the Services under your account.
The term "End User" does not include individuals or entities when they are accessing or using the Services or any Content under their own Conveyor account, rather than your account.
"High Risk Activity" means any activity where the failure of a supporting computer system could lead to death, personal injury, or severe physical or environmental damage, such as the operation of nuclear facilities, aircraft navigation, or direct life support systems.
“Paid Services” means access features (a) requiring payment greater than $20,000, as indicated in the Services (b) requiring onboarding and implementation support, or (c) as otherwise indicated in the Services.
"Remedial Action" means our right under this Agreement to suspend your access or your End Users' access to the Services, and to suspend or remove an Application, in the event that this Agreement is breached.
"Security Policy" means the policy currently available at https://www.conveyor.com/legal/security, as it may be updated by us from time to time.
"Support Policy" means the policy currently available at https://www.conveyor.com/legal/support, as it may be updated by us from time to time.
"Trademark Policy" means the policy currently available at https://www.conveyor.com/legal/trademark, as it may be updated by us from time to time.