Services Agreement - Procserve

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SUPPLIER AGREEMENT United Kingdom, we do not guarantee that your access to the Marketplace will be uninterrupted or error-free. 1.4. You acknowledge that your access to the Marketplace may occasionally be restricted to allow for repairs, maintenance, or the introduction of new facilities or services. Following any repairs, maintenance or modification we will attempt to restore the Marketplace as soon as we reasonably can. Supplier Information and Content You confirm that your entry into this Agreement and your use of the Marketplace is not and shall not be in breach of any laws or agreements between you and others and that you have all the consents and licences that you require in order to provide information and Supplier Content to us and to use the Marketplace. You confirm that the individual that carried out the online registration process was authorised to do so. You shall abide by the Acceptable Use Policy at all times. You confirm that you are responsible for loading your Supplier Content onto the Marketplace or for making your Supplier Content available via the Marketplace and for checking that such Supplier Content is correct. You acknowledge that we do not accept any responsibility for any incorrect or missing information on or available via the Marketplace. Privacy Both parties agree to abide by the provisions of the Data Protection Act 1998 in relation to the provision and use of the Marketplace and to co-operate with the other as reasonably required so as to enable the other party to comply with its obligations under that legislation. We agree to act in accordance with our Privacy Policy in relation to any personal data that you provide to us in connection with your use of the Marketplace. 3.3. You may not add a Buyer to your mail list (email or physical) without its express consent and after adequate disclosure of this proposed addition and the reasons for it to the Buyer concerned. 3.4. Where you obtain any Buyer’s information through the Marketplace or through a Marketplacerelated communication, you will only use this information for: (a) Marketplace related communications that are not unsolicited commercial messages, and (b) any other purpose that the Buyer concerned expressly agrees to after adequate disclosure by you of the purpose(s) concerned. In all cases you must provide Buyers with the opportunity to remove themselves from your database. In addition, under no circumstances, except as expressly permitted by this clause 3.4, will you disclose personally identifiable information about a Buyer or its staff without our consent and the consent of Buyer concerned. You will provide us and the Buyer concerned with adequate information relating to the reasons for the proposed disclosure before you request us or the Buyer for such consent. Intellectual Property Rights The Supplier acknowledges that all Intellectual Property Rights in the Marketplace, Marketplace Software and any information and content available or generated thereon (save for Supplier Content) are owned by ProcServe and its licensors and that the Supplier shall have no right, title or interest therein except as expressly granted in this Agreement. ProcServe acknowledges that all intellectual property rights in the Supplier Content are owned by the Supplier or its licensors and ProcServe shall have no right, title or interest therein except as expressly granted in this Agreement. © ProcServe Holdings Limited, 2009
SUPPLIER AGREEMENT During the term of this Agreement, ProcServe grants the Supplier a non-exclusive, royalty-free licence to use the Marketplace and the Marketplace Software for the sole purpose of making its Products available to Buyers for them to purchase via the Marketplace and for purposes which are reasonably incidental thereto. ProcServe also grants the Supplier a perpetual, nonexclusive, royalty-free right to use the Transaction Data in relation to the supply of Products to Buyers. During the term of this Agreement the Supplier grants to ProcServe a non-exclusive, royalty-free licence to use the Supplier Content for the operation, management and administration of the Marketplace. For other purposes which are reasonably incidental thereto, such as marketing and training in connection with the Marketplace and Transactions, the Service Provider shall only be entitled to use Supplier Content to the extent that it is not commercially sensitive. Except as expressly provided in this Agreement or otherwise with the express written consent of ProcServe, the Supplier is not permitted to copy, transfer, modify, decompile or create derivative works from the Marketplace or the Marketplace Software for any purpose whatsoever. Limitations and Exclusions of Liability Neither party excludes or limits its liability to the extent that such liability cannot be excluded or limited by law The Marketplace is provided to you for a nominal fee on an “as-is” basis without any warranty as to performance, functionality, fitness for purpose or non-infringement. All statutory warranties and all implied terms (whether statutory or implied at common law) are excluded to the full extent allowed by law. Subject to clause 5.1: (a) we shall not in any circumstances be liable to you whether in contract, tort (including negligence) or otherwise howsoever for any losses suffered by you, whether direct or indirect and whether or not such losses were foreseeable; and (b) any liability of ProcServe under this Agreement shall be limited in aggregate to £100 You agree that the limitations and exclusions of liability in this Agreement are reasonable as you are being provided with access to the Marketplace free of charge. Indemnification The Supplier shall defend, indemnify, hold harmless and keep indemnified ProcServe and its officers, servants, agents, group companies, assignees and customers against any losses, actions, claims, proceedings, costs and expenses resulting from or arising out of or in connection with your use of the Marketplace or any Supplier Content that you provide to us. The indemnity in clause 6.1 shall not apply to the extent that a loss, claim, proceeding, cost or expense is caused by ProcServe’s breach of this Agreement. Confidentiality Neither party will disclose any Confidential Information of the other party to any third party or use any Confidential Information for any other purpose other than in connection with the subjectmatter of this Agreement. The prohibition referred to in clause 7.1 above will not apply where disclosure of the confidential information is: required by a court or by law or by a regulatory authority; reasonably required by the parties’ professional advisors, employees or sub-contractors; © ProcServe Holdings Limited, 2009
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Services Agreement - Procserve

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