Terms Of Service
Effective: May 12, 2023
Welcome to the Procure Impact Marketplace ("PI Marketplace"), which is an online marketplace platform owned and operated by Procure Impact PBC, a Delaware public benefit corporation ("PI"). We are so glad you're here, and honored to work with you to transform lives through the dignity of work. This document and other documents referenced below make up PI's Customer Terms of Service ("Terms"), which apply to any access or use by or on behalf of you (as a "Customer") for or with respect to any purchase by Customer from PI of any products listed for sale through the PI Marketplace ("Products"), for or with respect to any services that PI may provide to Customer in connection with the PI Marketplace ("Services"), and for or with respect to any other access to or use of the PI Marketplace by Customer. Upon requesting and receiving login access for the PI Marketplace or accessing or using the PI Marketplace or purchasing any Products from PI or receiving any Services from PI, Customer agrees to all of the Terms, which are a legally binding contract between Customer and PI.
Products and Services
Through and during Customer's use of the PI Marketplace, PI will work with Customer's team to vet, source, and negotiate pricing for high-quality life-changing Products - everything from art and furniture to bath and body products to snacks and consumer packaged goods – manufactured, produced or supplied by social enterprises in the United States (each, a "Vendor"). Services offered by PI include, but are not limited to, the following:
Quality Control: extensive due diligence on each Vendor to help Customer understand the quality and reliability of the Vendor's products, the depth and breadth of the Vendor's social impact, capabilities to handle current and increased purchase orders, and ability to grow, scale, and reach more people.
Curation: personalized proposals that outline the best Product fits for Customer's business based on a Vendor's Product type, populations served, community impact, purchase order size capacity, and track record.
Vendor Management: management of Vendor relationships and support in Product orders and fulfillment to align parties to win-win opportunities that support sustainable growth and increased positive social impact.
Amplification: assistance in earned media, op-eds, video production, and storytelling that elevates Customer's brand and leadership through the stories of individuals impacted through Customer's purchases.
Pricing and Fees
Pricing for available Products and Services is shown upon Customer's login to the PI Marketplace. Vendor prices and PI fees are included in the price of each Product listed for sale on the PI Marketplace, subject to any additional fees for Services or other items or matters as specified in the Terms or through the PI Marketplace. Every dollar PI earns supports PI's ability to act as a bridge and platform that scales the PI Marketplace to create jobs and opportunities for individuals in underestimated and underserved communities, and covers the cost of vetting, sourcing, and curating the product market fit to integrate social enterprises into Customer's supply chain.
Payments for Products or additional Services ordered by Customer are payable by credit card at the time of checkout by Customer under the online ordering process of the PI Marketplace, or as provided in any invoice issued by PI to Customer with respect to any online or other order of Products or Services by Customer from the PI Marketplace.
All prices, discounts, and promotions listed or posted on the PI Marketplace are subject to change without notice. The price charged for a Product or Service will be the price listed or posted on the PI Marketplace at the time the Customer's order is placed. The price charged will be stated in Customer's order confirmation email pursuant to the online ordering process that is part of the PI Marketplace. Price increases will only apply to orders placed after the time the increase is shown on the PI Marketplace. Listed or posted prices do not include applicable sales taxes or charges for shipping and handling, which taxes and charges will be added to Customer's total price, and will be itemized in Customer's shopping cart and/or in Customer's order confirmation email, pursuant to the online ordering process provided for as part of the PI Marketplace. In the event of any typographical or other errors, inaccuracies or omissions related to pricing, availability or other order particulars, PI reserves the right to correct any such errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Customer represents and warrants to PI that (i) the credit card or other payment information that Customer supplies to PI at any time is true, correct and complete, (ii) Customer and its representatives placing any orders for Products or Services are duly authorized to place such orders and use applicable credit cards and other applicable payment methods for the purchase, (iii) charges incurred by or on behalf of Customer will be honored and paid by Customer, and (iv) Customer will pay when due all applicable charges incurred by Customer for Products and Services, including applicable listed or posted prices and any applicable shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the PI Marketplace at the time of Customer's order.
PI may charge a late payment fee of 12% per month on undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of PI's other rights or remedies, PI may suspend pending orders and refuse additional orders for Products and suspend any Services until all overdue amounts are paid to PI in full.
Orders and Shipping
Orders for Products must be made pursuant to and in accordance with the ordering process provided for as part of the PI Marketplace. Shipping and delivery dates are estimates only and cannot be guaranteed. PI is not liable for any delays in shipments or delivery to Customer. Any delivery dates requested by Customer in placing an order will become binding on Customer once such order is approved and confirmed by PI.
Possession and Title
Possession and title to Products will completely transfer to Customer upon delivery of such Products by Vendor to the applicable carrier for delivery to Customer, at which time Customer assumes all risk of loss and liability associated with delivery, loading and unloading, transportation, handling, storage, ownership and use of such Products, and PI will not be liable to Customer for any loss or damage to such Products or to persons or property after such delivery to the applicable carrier.
Relationship Between the Parties
PI acts as a supplement to a Customer's team and streamlines the selection process for Products through PI's deep knowledge and experience evaluating the breadth and depth of social impact and scale potential of social enterprises. PI will operate as an independent contractor, acquiring Products from Vendors as and when Products are ordered by Customer and then reselling such Products to Customer.
PI's goal is to facilitate and scale social impact procurement and transform millions of lives in the process. With a broad and diverse Vendor base, PI acts as Customer's one-stop-shop for social impact Products across the United States. Working with both social enterprises and corporate Customers, PI is building the bridge and infrastructure to power a movement that leverages the market to effectively help uplift communities. PI is excited to take this journey with Customer and appreciates Customer's leadership and commitment to scale Customer's social impact through procurement using the PI Marketplace.
PI is not an agent or broker of any Vendor and not an agent or broker of Customer. Notwithstanding any other language or references used in the Terms or as part of the PI Marketplace, it is expressly agreed that PI, Vendor and Customer are independent contractors and that the relationships between the parties in connection with the PI Marketplace will not constitute a partnership, joint venture, agency, or brokerage, nor establish any fiduciary or franchise relationship. Neither PI nor Customer will have the authority to make any statements, representations or commitments of any kind, or to take any action, which will be binding on the other party, without the prior written (which may include digital or electronic) agreement, approval or consent of such other party.
Vendor Management
If Customer needs to return or exchange a Product, PI will work with Customer and Customer's team to resolve any quality control issues with Customer's purchased Products in a timely manner by coordinating with the applicable Vendor. Vendors ultimately make decisions regarding cancellations, refunds, returns, and exchanges. Customer should submit any such issues to PI by contacting PI's Customer Support team at support@procureimpact.us.
Restrictions
Customer agrees that it will not (during and for the period commencing on the date that Customer first obtains access to the PI Marketplace through login and continuing until the first anniversary of the later of (a) such login, or (b) the latest date of Customer's purchase of any Products from or through the PI Marketplace, such period being referred to herein as the "Restricted Period") directly or indirectly (including by or through any affiliates of Customer and whether through any direct or indirect solicitation or other contact), purchase any products from any Vendor that are the same or substantially similar to any of the Products listed or posted on the PI Marketplace at any time during the Restricted Period or otherwise circumvent or divert or attempt to circumvent or divert any supply by a Vendor with respect to any Products supplied by such Vendor that are listed or posted on the PI Marketplace at any time during the Restricted Period (whether or not such Products have been purchased by Customer).
Limitations
PI values its Customers and, in pursuit of PI's core value of excellence in Customer service while supporting social enterprise Vendors, PI will use its commercially reasonable best efforts as a public benefit corporation to resolve differences and disputes amicably and reasonably; however, in its role as a public benefit corporation supporting social enterprise Vendors, and to further the sustainability and viability of PI and the PI Marketplace in that regard, PI must require certain limitations and restrictions as provided in this Section 8 and other parts of the Terms.
PI does not manufacture, produce or control any of the Products offered on the PI Marketplace. The availability of Products through the PI Marketplace does not indicate an affiliation with or binding endorsement of any Product, Vendor, or other manufacturer or supplier. Accordingly, PI does not provide any warranties with respect to the Products offered on the PI Marketplace; however, the Products offered on the PI Marketplace may be covered by the applicable Vendor's warranty to the extent detailed in the Product's description on the PI Marketplace or otherwise provided by the applicable Vendor with the delivered Product.
PI WILL NOT BE LIABLE, AND CUSTOMER WAIVES ALL CLAIMS AGAINST PI, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, OR ANY LOSS OF USE, REVENUE OR PROFIT, WHETHER DUE TO OR ARISING OUT OF FAILURE OF PRODUCT TO PERFORM, FAILURE OF SERVICES, BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, BREACH OF WARRANTY, STRICT LIABILITY, OR ANY OTHER CAUSE, ACTION, OR OMISSION, REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER ITEMS WERE FORESEEABLE AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
CUSTOMER'S EXCLUSIVE REMEDY AGAINST PI IN CONNECTION WITH PRODUCTS, SERVICES, THE PI MARKETPLACE, OR OTHERWISE, WILL BE, AT THE ELECTION OF PI IN ITS DISCRETION, REPLACEMENT OF PRODUCT, OR A REFUND OF THE AMOUNT PAID BY CUSTOMER FOR PRODUCT, WITH RESPECT TO PRODUCT GIVING RISE TO A VALID CLAIM BY CUSTOMER UNDER THE TERMS (WHICH SHALL NOT INCLUDE ANY CLAIMS BASED ON ANY VENDOR WARRANTIES). IN NO EVENT WILL PI HAVE ANY LIABILITY IN EXCESS OF AMOUNTS PAID BY CUSTOMER TO PI FOR PRODUCT THAT IS THE SUBJECT OF A VALID CLAIM BY CUSTOMER AGAINST PI UNDER THE TERMS.
EXCEPT AS MAY BE OTHERWISE EXPRESSLY SET FORTH HEREIN, CUSTOMER ACKNOWLEGES AND AGREES THAT: PI DOES NOT MAKE AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED (WHETHER BY CONTRACT, BY LAW, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, BY USAGE OF TRADE, OR OTHERWISE), AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, APPLICATION, EXPECTATION OR USE, AS TO TITLE, AS TO ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY, AS TO SECURITY, AS TO ACCURACY OR COMPLETENESS, OR AS TO QUALITY, OF OR WITH RESPECT TO ANY PRODUCTS, SERVICES, OR THE PI MARKETPLACE; ANY AND ALL PRODUCTS ARE SOLD BY PI TO CUSTOMER "AS IS, WHERE IS, AS AVAILABLE, AS PRODUCED, AS SUPPLIED TO PI, AND WITH ALL FAULTS"; AND IT IS CUSTOMER'S OR OTHER USER'S RESPONSIBILITY TO CONDUCT AT ITS EXPENSE PROPER INSPECTION OR TESTING PRIOR TO ANY PARTICULAR APPLICATION OR USE TO ENSURE PRODUCTS PURCHASED BY CUSTOMER THROUGH THE PI MARKETPLACE ARE SUITABLE FOR CUSTOMER'S OR OTHER USER'S PARTICULAR PRODUCT APPLICATION OR USE.
PI makes efforts to display as accurately as possible the colors and images of Products listed or posted on the PI Marketplace, but cannot guarantee that Customer's computer monitors/displays will reflect accurate colors and images. PI does not warrant that the quality of any Products, Services, information, or other material purchased or obtained by Customer through the PI Marketplace will meet Customer's expectations, or that any defects or errors in any Products or Services will be corrected.
Force Majeure
Customer understands that production and availability of Products is not within the control of PI and supply is not guaranteed and can be interrupted due to Vendor outages and shortages, both planned and unplanned, or for many other reasons. In the event that a Vendor or PI is or will be delayed, hindered in, or prevented from the performance of any obligation under the Terms or in connection with the PI Marketplace by reason of Force Majeure, then performance of such obligation (except the obligation of Customer to pay money to PI or others in a timely manner) will be excused for the duration of the Force Majeure. For purposes hereof, "Force Majeure" means and includes natural elements and weather (including, without limitation, cold, cyclones, droughts, earthquakes, eruptions, heat, hurricanes, ice, landslides, lightning, rain, snow, storms, tidal waves, tornados, typhoons, wind, and other climatic and natural conditions and events and any results thereof, including, without limitation, floods and washouts), acts of God, accidents, acts of third parties, blockage, changes in law, civil disturbance, contaminations, defects, derailments, embargo, emergency (whether local or national), emissions and releases, epidemics and pandemics and other effects or results of illness or disease or injuries, equipment or facility breakdowns, explosions, fires, governmental actions and mandates (whether local, state, national, foreign, civil, judicial, military, regulatory, or otherwise, and including, without limitation, condemnations, directives, emergencies, orders, prorations, quotas, requirements or restrictions), insurrections, labor disputes, leakages, lockouts, nuclear events or incidents, quarantines, resource interruptions (including, without limitation, components, feedstocks, fuel, ingredients, inputs, parts, raw and finished or partially finished materials, and utilities), destruction of or damage to right-of-ways (including, without limitation, tracks, bridges, ports, roads and other means of transportation, ingress, or egress), riots, sabotage or terrorism (whether actual or threatened), strikes, transportation and other distribution difficulties and disturbances, wars (whether declared or undeclared), wrecks, and any other conditions, events, matters or occurrences (whether foreseen or unforeseen) to the extent the same are outside the commercially reasonable control of the party claiming Force Majeure and directly or indirectly delays, interferes with or prevents the affected party from performing (in whole or in part) its obligations under the Terms or in connection with the PI Marketplace. Financial distress or limitations of Customer or its funding sources will not constitute Force Majeure. A party claiming Force Majeure will not be obligated to incur any cost, expense or obligation for purposes of addressing such Force Majeure.
Indemnification
Customer agrees to indemnify, defend and hold PI, and PI's affiliates, and their respective officers, directors, managers, employees, agents and representatives, harmless from and against any and all losses, claims, costs, expenses (including, without limitation, reasonable attorneys' fees and expenses), liabilities, demands and causes of action of every kind and character, including but not limited to the amounts of judgments, penalties and interest, relating to or arising from bodily or other injuries to or death of any person, or damage to property (including any contamination of or diminution in value of property), or other damages, arising from or relating to (a) breach by Customer of any of its obligations under the Terms or in connection with the PI Marketplace; (b) Customer's (or its direct or indirect customer's or other third party user's) delivery, loading or unloading, transportation, handling, storage, ownership or use of any Products sold to Customer through the PI Marketplace; or (c) Customer's negligence or willful misconduct or violation of law in connection with Customer's use of the PI Marketplace.
Confidentiality and Privacy
Each party agrees to hold in confidence, and not to disclose to third parties or use for any purpose other than performance of its obligations under the Terms or in connection with the PI Marketplace, all or any information (including the pricing and type of Products listed or sold through the PI Marketplace) that is received or ascertained directly or indirectly from the other party or its representatives ("Information"). Each party will ensure that its employees, affiliates, subcontractors and suppliers who may be exposed to Information comply with the confidentiality requirements of the Terms. Nothing herein contained will preclude a party from providing Information to any federal, state or local agency or court to the extent such party is required to do so by applicable laws, rules, codes, regulations or legal process of any federal, state or local agencies, authorities or courts. Neither party will have confidentiality obligations with respect to Information that: is or becomes part of the public domain through no fault of such party or its representatives; is received from a third-party without any obligation of confidentiality; or is in such party's possession prior to such party's receipt of such Information from the other party. Customer's confidentiality obligations extend to information obtained from password protected portions of the PI Marketplace or which is (i) marked "Confidential," "Restricted,” or other similar marking, (ii) reasonably known by the parties to be considered confidential, or (iii) should be known or understood to be confidential or proprietary by a party exercising reasonable judgment.
PI's Privacy Policy for the PI Marketplace (click here to review: INSERT LINK) is incorporated into, subject to, and made a part of the Terms.
Intellectual Property Rights
Each of Customer and PI acknowledges and agrees that (i) any and all of the other party's Intellectual Property Rights are the property of the other party (or subject to the rights of applicable licensors); and (ii) no right or license to either party's Intellectual Property Rights is granted or implied to the other party as a result of the Terms or the PI Marketplace.
Each party will not: (i) register or apply for registrations, anywhere in the world, for the other party's Trademarks or any other Trademark that is similar to the other party's Trademarks or that incorporates the other party's Trademarks in whole or in confusingly similar part; (ii) use any mark, anywhere that is confusingly similar to the other party's Trademarks in whole or in confusingly similar part; (iii) engage in any action that would reasonably be expected to disparage, dilute the value of, or reflect negatively on any of the other party's Trademarks; (iv) misappropriate any of the other party's Trademarks for use as a domain name without prior written consent from the other party; or (v) alter, obscure, or remove any of the other party's Trademarks, or Trademark or copyright notices or any other proprietary rights notices placed on any Products, marketing materials, or other materials that the other party may provide. Customer will not engage in any action that would reasonably be expected to disparage, dilute the value of, or reflect negatively on any of the Products, Services, or the PI Marketplace.
For purposes hereof:
"Intellectual Property Rights" means all commercial, industrial and other intellectual property rights comprising or relating to: (i) Patents; (ii) Trademarks; (iii) internet domain names, whether or not Trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (v) Trade Secrets; and (vi) all commercial, industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction in any part of the world.
"Patents" means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions, and extensions thereof), patent applications, and other patent rights and any other governmental authority-issued indicia of invention ownership (including inventor's certificates, petty patents, and patent utility models).
"Trademarks" means all rights in and to U.S. and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names, domain names, and other similar designations of source, sponsorship, association, or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights and all similar or equivalent rights or forms of protection in any part of the world.
"Trade Secrets" means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures, and other confidential and proprietary information and all rights therein.
Customer agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the PI Marketplace or any Intellectual Property Rights of PI relating thereto, access to Products or Services, or any contact on the PI Marketplace without express written permission by PI.
Customer may not without PI's prior written permission use any computer code, data mining software, "robot," "bot," "spider," "scraper" or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the PI Marketplace pages, data or content found on or accessed through the PI Marketplace. Customer may not republish PI Marketplace content or other content from the PI Marketplace on another website or use in-line or other linking to display such content without PI's permission. Customer may not introduce viruses, spyware, or other malicious code to the PI Marketplace and is responsible for ensuring that the systems Customer uses to access the PI Marketplace are virus free.
The PI Marketplace may contain hyperlinks to websites operated by parties other than PI or its affiliates. Such hyperlinks are provided for Customer's reference only. PI does not control such websites and is not responsible for their content or security. If PI posts hyperlinks to other websites, it does not mean that PI endorses the materials or matters on or related to such websites or that PI associates itself with their operators. Customer's access to and use of such websites, including information, material, products and services on such websites, is solely at Customer's own risk.
Should Customer or its representatives respond to or communicate with PI in regard to feedback, forums, questions, comments, suggestions, email discussion lists, surveys or other similar information regarding the content, operation or other aspects of the PI Marketplace, PI will have no obligation of any kind to Customer with respect to any such information and will be free to reproduce, use, disclose, and distribute the information and related ideas to others without limitation, and PI will be free to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever, including but not limited to, developing, manufacturing, and marketing Products or Services incorporating such information into the PI Marketplace or otherwise.
Suspension or Termination
In the event that Customer breaches any of the Terms, or for any other reason, PI may in its sole discretion temporarily or permanently revoke, suspend or terminate Customer's access to or use of the PI Marketplace, without prior notice to Customer and with Customer remaining liable to PI for all amounts remaining due PI as a result of Customer's access to or use of the PI Marketplace.
Waiver of Jury Trials and Binding Arbitration.
CUSTOMER AGREES TO WAIVE ANY RIGHTS TO LITIGATE CLAIMS RELATING TO THE PI MARKETPLACE IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT CUSTOMER WOULD HAVE IF CUSTOMER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND PI ARISING FROM OR RELATING IN ANY WAY TO CUSTOMER'S PURCHASE OF PRODUCTS OR SERVICES THROUGH OR OTHER USE OF THE PI MARKETPLACE WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
Any arbitration pursuant to Section 14(b) will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures ("AAA Rules"), using a single arbitrator and will be in the English language and conducted within the State of Virginia. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Terms are void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity and will be empowered to provide for the payment or sharing of applicable costs, expenses and fees of the arbitrator in accordance with the applicable AAA Rules. Any award of the arbitrator will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Such arbitration will be governed by Virginia law and consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1-16; (3) and applicable statutes of limitations and will honor claims of privilege recognized at law. There will be no authority for any claims to be arbitrated on a class or representative basis and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator will not have the power to award punitive damages against any party.
Scope of PI Marketplace
For purposes of the Terms, "PI Marketplace" is deemed to include, in addition to the Terms, PI's website at www.procureimpact.us, any mobile or other computer or electronic applications or processes made available by or on behalf of PI for purposes of accessing, using, or conducting any transactions with respect to any Products or Services, and including any access emails to Customer and Customer's login and account information. Customer understands and agrees that the PI Marketplace is intended solely for transactions within the U.S. and Customer represents and warrant to PI that Customer will not buy any Products for export outside of the U.S. and that all Products purchased by Customer in connection with the PI Marketplace will be for delivery to locations within the U.S.
Miscellaneous
Neither PI or Customer may assign any of its rights or responsibilities under the Terms, in whole or in part, without written consent by the other party, provided that no consent by Customer will be required for any assignment or delegation by PI to any subsidiary, parent or other affiliate of PI or any successor to PI by merger, conversion, reorganization or sale of assets (whether all, substantially all, or only assets relating to the PI Marketplace). The Terms are for the sole benefit of PI and Customer and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Terms, except for the benefit of any third parties entitled to indemnification pursuant to any express provision of the Terms.
In the event any legal action is taken by either party against the other party to enforce any of the terms and conditions of the Terms, the parties agree that the unsuccessful party to such action will pay to the prevailing party therein all court costs, reasonable attorneys' fees and expenses incurred by the prevailing party.
All of the Terms and each provision thereof will apply to the fullest extent permitted by applicable law. If any provision of the Terms is declared invalid or unenforceable by a court of competent jurisdiction, then such provision will be severed from and will not affect the remainder of the Terms; however, the parties will in good faith amend and apply the Terms to give effect, to the maximum extent allowed, to the intent and meaning of the severed provision.
The failure of either party at any time to enforce any provision of the Terms, to exercise its rights under any provision hereof, or to require a certain performance of any provision hereof, will in no way be construed as a waiver of such provision, nor in any way affect the validity of the Terms or the right of such party thereafter to enforce each and every provision hereof. No waiver will ever occur unless first reduced to writing and signed by the party to be charged with the waiver. No payment or acceptance of compensation will be deemed a waiver of any right.
Except as otherwise expressly provided for herein, and except for electronic communications as contemplated and provided for in the PI Marketplace or under the Terms, any notice, request, report or other document required under the Terms will be in writing and sent by registered or certified mail, return receipt requested, postage prepaid, or by overnight confirmed delivery and addressed to the party to be notified at the address for such party appearing in the PI Marketplace for contact or notice purposes with respect to PI or in Customer's latest account information with respect to the PI Marketplace (or other address as the receiving party may hereafter designate by written notice to the other party) and will be effective upon receipt.
The Terms and other parts of the PI Marketplace, including any revisions or updates thereto (which may include additional guidelines, policies, or other supplements to the Terms or the PI Marketplace) as may be posted by PI on the PI Marketplace at any time and from time to time, with or without advance notice, constitute the entire agreement and understanding of the parties with respect to the PI Marketplace and access to and use thereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative to the PI Marketplace, and, subject to such revisions and updates, no course of performance, purchase orders by Customer, or other agreements, communications, or instruments purporting to amend, supplement or explain the Terms or the PI Marketplace will be effective unless in writing and signed by authorized representatives of both parties. Customer's use of the PI Marketplace after any revision or update will constitute Customer's acceptance of and agreement to such revision or update. The Terms as then in effect will govern Customer's then current visit to and use of the PI Marketplace. Any existing confidentiality or non-disclosure agreement between the parties will continue in full force and effect in accordance with the provisions thereof, except that the provisions of the Terms will control and prevail (with respect to matters relating to the Terms and the subject matter hereof) in the event of any conflict or inconsistency between the Terms and any such existing confidentiality or non-disclosure agreement.
Subject to and except for any express limitations in the Terms, the rights and remedies provided in the Terms will not be exclusive, but will be cumulative and in addition to all other rights and remedies available under law or equity.
Any reference in the Terms or the PI Marketplace to "U.S." will mean the United States of America and any reference in the Terms or the PI Marketplace to "$" will mean United States Dollars.
The obligations of the parties under Sections 10 (Indemnification), 11 (Confidentiality and Privacy), 12 (Intellectual Property Rights), 14 (Waiver of Jury Trials and Binding Arbitration) and this Section 16 (Miscellaneous), and any outstanding payment or other obligations of Customer to PI, will survive the conclusion of any access to or use of the PI Marketplace by Customer and the conclusion of any transactions conducted by Customer under or pursuant to the PI Marketplace.
