OPENINVOICE and SPENDWORKS SERVICE AGREEMENT
Transzap welcomes you to OpenInvoice™ (“OpenInvoice”) and Spendworks™ (“Spendworks”). This agreement (“Agreement”) describes the terms on which you may access and use the OpenInvoice service and the Spendworks service (together, the “Service”). Throughout this Agreement, the words “you” and “your” include you and your Company (as defined below).
- License Grant
The Service is offered by Transzap, Inc. and Transzap P2P Canada, Inc. (collectively, “Transzap”) solely to enable you to perform certain services for licensees of Transzap having access to OpenInvoice (“Transzap OpenInvoice Customer”) and Spendworks (“Transzap Spendworks Customer”). Subject to the terms of this Agreement, Transzap grants you a limited, non-exclusive, personal, nonsublicensable, nonassignable license to use the Service, online documentation, and any programming fixes, updates, and upgrades provided to you concerning the Service or online documentation. You may use the Service only in connection with internal user training regarding the Service, and in connection with invoice processing and budgetary services you provide to a Transzap OpenInvoice Customer and/or a Transzap Spendworks Customer and such other services as may be available using functionality added by Transzap to the Service from time to time. The license granted under this Agreement does not extend to any of your independent contractors unless such independent contractor has agreed to be bound by the terms of this Agreement.
- License Restrictions and Obligations
Notwithstanding anything to the contrary, you may not: (i) remove any proprietary notices from the Service, online documentation, or any copy thereof; (ii) cause, permit, or authorize anyone to modify, create derivative works, or translate the Service or data transmitted, processed, or stored by Transzap or any of its affiliates or customers; (iii) except as may be allowed by law, reverse engineer, decompile or disassemble the Service or defeat, or circumvent, any encryption or digital rights management technology implemented by Transzap with respect to the Service; (iv) take any actions to interfere with or that in any manner compromises or circumvents any of Transzap’s security measures; (v) sell, assign, rent, lease, act as a service bureau, or grant any use or other rights in the Service to any other entity without the prior written consent of Transzap; (vi) export or re-export the Service in violation of U.S. export laws; (vii) use the Service for the benefit of any third party except for a Transzap OpenInvoice Customer or a Transzap Spendworks Customer; (viii) use the Service to access any content without the permission of the publisher of the content files; or (ix) use the Service to, or in any way that would, violate any applicable law, regulation or ordinance including, without limitation, any laws pertaining to the storage, transfer, or release of any information or data containing personally identifiable information. Further, you may not use the Service to develop, generate, transmit or store information that: (A) infringes any third party's intellectual property or other proprietary right; (B) is defamatory, obscene, or harmful; or (C) in any way obstructs or otherwise interferes with the normal performance of the Service by any Transzap OpenInvoice Customer or Transzap Spendworks Customer. You will use commercially reasonable efforts to ensure that the information that you provide to Transzap is true, accurate, current and complete and promptly to update any such information as and when it changes or in the event you learn of any inaccuracy thereof. Furthermore, your license to use the Service and online documentation depends on your timely payment of fees set forth in a periodic invoice; Transzap may terminate this Agreement, and the license granted hereunder, for failure to pay the Service fees when due.
Privacy Rights and Restrictions
Notwithstanding anything to the contrary, you may not input information, or use the Service, in any way that would violate any applicable law, regulation or ordinance. You agree to follow all applicable privacy laws in connection with your use of the Service, including without limitation those laws that require you to make legal disclosures to individuals whose personally identifiable information you will store using the Service. You further agree to cooperate, subject to any applicable law, regulation or ordinance, with regard to any data breach response initiated by Transzap, and you agree to notify Transzap, in accordance with any and all applicable laws, of any breach you incur that may affect the Service. You confirm Transzap’s right to suspend access to the Service if such suspension is necessary to comply with applicable law, regulation, or ordinance.
- Password and Account Information
As a user of the Service, you will be provided with a password and account number authorizing you to use the Service. You are responsible for maintaining the confidentiality of your password and account, and are responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify Transzap and the applicable Transzap OpenInvoice Customer or Transzap Spendworks Customer of any unauthorized use of your password or account or any other breach of security. Transzap will not be liable for any loss or damage arising from your failure to comply with this section. You are responsible for disabling user accounts of terminated employees.
Except for the limited license granted to you, Tranzap and its suppliers, as applicable, reserve all right, title and interest in and to the Service and the online documentation. You shall not take any action to jeopardize, limit, or interfere with the ownership by Transzap, or its suppliers, as applicable, of, and rights with respect to, the Service and the online documentation. You acknowledge that any unauthorized copying or unauthorized use of the Service or the online documentation, is a violation of this Agreement and copyright laws and is strictly prohibited.
Reservation of Rights
All rights not expressly granted herein are reserved to Transzap, and no other licenses are granted herein by implication, estoppel or otherwise. Transzap does not grant any licenses or other rights to any of its intellectual property other than the rights to use the Service and online documentation, specifically granted in this Agreement, and all other rights are reserved by Transzap.
You understand that the Service provided by Transzap, and any information transmitted using the Service potentially can be intercepted by third parties. This means that the Service and any information you upload or download by means of the Service, may be exposed to unauthorized access, interception, corruption, damage or misuse. You acknowledge and accept such risks. In addition, you agree that it is your responsibility to install anti-virus software, firewalls, and related security protections against any viruses, or other software or techniques that may have the effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or operation.
- Upgrades and Updates
Transzap in its sole discretion reserves the right at any time to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Service. You acknowledge and agree that Transzap has no obligation to make available to you any subsequent versions of the Service. Furthermore, you acknowledge and agree that Transzap, in its sole discretion, may modify, discontinue, or suspend your ability to use the Service, or disable any Service you may already have accessed without any notice to you, for the repair, improvement, or upgrade of the underlying technology, or to maintain proper operation or security of the Service.
- Consent to be Charged for Service
You may be required to pay a fee for the Service based on your total annual transaction volume in USD or CAD processed through the Service. The fee will be charged annually and is due, in full, 30 (thirty) days from invoice date. The fee provides for annual access to the Service and is paid in advance, if applicable, annually. No portion of the fee is refundable, except in the event that Transzap terminates your account, in which case Transzap will refund a prorated portion of the fee representing any portion of the annual access remaining as of the termination. Specific details on how fees are determined and calculated are provided at the following webpage: https://www.oildex.com/wp-content/uploads/2017/02/Fee-Structure_The-Oildex-Network-2.pdf
Term and Termination
(a) This Agreement is effective when you accept this Agreement or use the Service, and will remain effective until terminated by either party as set forth below.
(b) Transzap may terminate this Agreement at any time, with or without cause, by providing notice to you and/or preventing your access to the Service. For the sake of clarity, Tranzap has the
right to revoke your access to the Service and terminate this Agreement for your non-payment of the subscription fees set forth in periodic invoices.
(c) Upon termination of this Agreement for any reason (i) all licenses and rights to use the Service shall terminate and you must cease using the Service, and (ii) Sections 2, 5, 7, 10, 11, 12, 13, and 14 shall survive such termination.
THE SERVICE IS PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY TRANSZAP, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE PROVIDED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY CONDUCT, COURSE OF USAGE OR TRADE CUSTOM. TRANSZAP MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE.
- Limitation of Liability
IN NO EVENT SHALL TRANSZAP BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY FAILURE TO PROCESS ANY INVOICE OR OTHER FORM OF BILLING STATEMENT, ANY LOSS OF DATA, SERVICE INTERRUPTION, INTERNET FAILURE, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICE, OR TRANSZAP’S BREACH OF THIS AGREEMENT, IN EXCESS OF AN AGGREGATE OF $100 FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT, EVEN IF TRANSZAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You shall keep confidential all contents and functionality of the Service and the associated documentation, and the fees, pricing terms, pricing lists, pricing structure, and other payment or fee information contained in Transzap’s periodic invoices to you, using the same degree of care you use to protect your own confidential information, but in no event less than a reasonable degree of care. You may not disclose such confidential information without Transzap’s written consent unless to your financial advisors, accountants, legal counsel, employees or consultants, all of whom must be obligated to maintain the confidentiality of such information and all of whom must have a need to access the confidential information for purposes consistent with this Agreement, and you will be responsible for any breach of this section 13 by any such persons to whom you disclose such information. You may disclose the confidential terms of Transzap’s invoice to the extent you are compelled to do so by law. You agree your breach or threatened breach of your obligations under this section 13 would cause Transzap irreparable harm and upon such breach or threatened breach Transzap will be entitled to equitable relief (including injunctive relief) in addition to legal remedies. Information is not considered confidential to the extent, but only to the extent, that such information (i) is or becomes generally known or available to the public through no fault of your own; (ii) was in the your possession before receipt from Transzap, as established by documentary evidence; (iii) is lawfully obtained from a third party who has the express right to make such disclosure; or (iv) has been independently developed by you without reference to or use of Transzap’s confidential information.
- General Provisions
Transzap reserves all rights not expressly granted herein. Transzap may modify this Agreement at any time upon ten (10) days’ notice by providing such revised Agreement to you, including by updating this Agreement online and providing notice of such update to you in connection with your use of the Service. Your continued use of the Service constitutes your acceptance of such revised Agreement. No modification of the Agreement, however, shall affect either party’s rights or duties existing prior to the modification. Transzap may assign this Agreement or delegate any of its duties under this Agreement. You may not assign this Agreement or any rights hereunder. Nothing in this Agreement shall constitute a partnership or joint venture between you and Transzap. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. The failure of Transzap at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its conflict of law rules. The American Law Institute Principles of the Law of Software Contracting shall not be used to interpret any of the parties’ rights or obligation under this Agreement. Any legal proceeding arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of any state or federal court sitting in Denver County, Colorado and you irrevocably consent to the exclusive jurisdiction of such courts. The terms set forth in this Agreement and any related service agreements constitute the final, complete and exclusive agreement with respect to the Service and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY USING THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
THE PERSON CONSENTING TO THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE POWER TO BIND THE ENTITY ON WHOSE BEHALF CONSENT IS GRANTED TO THIS AGREEMENT.
To download a copy of the OpenInvoice and Spendworks Supplier Service Agreement, please click here.