1. Access to the Platform. Andalas grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited license to use and access the Platform. You acknowledge that the Platform will be hosted by a third-party cloud provider (the “Platform Provider”). Andalas is not responsible for the acts or omissions of the Platform Provider. We may provide you with access to beta, pre-release and/or trial features within the Platform. You are free to use such features, but they are provided “as-is, where-is” without warranty of any kind.
2. Changes to the Platform. We reserve the right to improve, enhance, modify, or discontinue features or functionality of the Platform on a periodic basis (collectively, “Modifications”). We will endeavor to minimize the impact of any Modifications on you, and will provide notice to you through the Platform if the Modifications will materially affect the manner in which you use the Platform or the manner in which the Platform operates or performs.
3. Platform Fees. You may subscribe to the Platform on a monthly, annual or multi-year basis. Subscriptions are paid in advance and are non-cancellable and fees are non-refundable except as otherwise set forth in these Terms. Platform fees are not collected or administrated by us, but rather by a third-party payment processor.
4. Security. We will maintain commercially reasonable security measures in providing the Platform to you. However, no security system is foolproof. We are not liable for any damages incurred by you in connection with any unauthorized access resulting from the actions or inactions of you or any third-party other than our employees or representatives. We reserve the right to suspend access to the Platform in the event of a suspected or actual security breach.
5. Third Party Resources. The Platform may permit you to link to third-party software, third-party technology and/or provide links to third party websites, content, or resources (“Third Party Resources”). We are not responsible for the contents of any Third Party Resources, or any changes or updates to such Third Party Resources. Andalas shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any Third Party Resources.
6. Intellectual Property. The Platform and all of its enhancements, upgrades, modifications, customizations, derivative works, selections, algorithms, compilations, aggregations, source code and/or object code, and copies thereof, and all information, methods, processes and all intellectual property contained therein (collectively, the “Platform IP”) are and will remain the property of Andalas. Andalas has and will retain exclusive right and title to, and has all patent, copyright, trademark, trade secret and all other intellectual property rights in and to the Platform IP. Nothing in this Agreement will be construed as transferring any aspects of such rights to you with the exception of your limited right to use and access the Platform. Andalas shall have the right to register patents, trademarks and copyrights related to the Platform with any governmental authority anywhere in the world.
7. Use of the Platform. You will access and use the Platform for your legitimate business purposes only, and all uses shall be in accordance with this Agreement and applicable law. Usernames and passwords may not be transferred or shared, even with others at your company. You shall use commercially reasonable efforts to maintain internet, hardware, software, and related systems at or above the industry standard requirements. You will notify Andalas immediately of: (i) any unauthorized access or use; (ii) if any account information is lost or stolen; or (iii) if you become aware of any violation of these Terms.
8. Customer Data. The Platform will allow you to upload certain data, information, documents, text, images and similar information (the “Customer Data”). You have no obligation to provide any Customer Data and you are free to choose what Customer Data is uploaded. However, certain functionality in the Platform will be dependent on the provision of Customer Data and such functionality may not be available without the appropriate Customer Data. The Customer Data, including any intellectual property rights within the Customer Data, remains owned by you. However, by sharing the Customer Data with the Platform, you grant us a license to use and access the Customer Data. Specifically, you grant Andalas the non-exclusive, royalty-free right and license to host (or allow third parties to host), reproduce, distribute, communicate, sublicense and use the Customer Data and to modify and create derivate works of the Customer Data as needed. This license is for the limited purpose of operating, providing, maintaining and improving the Platform, including designing and creating new features and functionalities. We may also use the Customer Data, provided it is anonymized and/or aggregated, without restriction, including, but not limited to: (a) operating, analyzing, improving, or marketing our products and services, including the Platform; and (b) sharing with certain business partners such as distributors to provide insights into sales- and operational-related activities. FOR CLARIFICATION PURPOSES: (A) WE WILL NOT SHARE ANY IDENTIFIABLE CUSTOMER DATA WITH ANY OF YOUR COMPETITORS; AND (B) COMPETITORS USING THE PLATFORM WILL NOT BE ABLE TO ACCESS ANY OF YOUR CUSTOMER DATA.
9. User Content. Certain portions of the Platform may allow users to post content such as questions, comments, discussion topics and/or feedback (collectively, “User Content”). Some User Content will be available to anyone with Platform access. You are responsible for User Content posted by you. We retain the right, but not the obligation to monitor User Content and modify or remove User Content as needed. You are not permitted to post any User Content that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.
10. Use of Personal Data. Personal Data (as defined below) may be requested from Users as part of the Platform registration process. Typically, this Personal Data is limited to a User’s name, business email address, business mailing address, business phone number, and company affiliation. The Platform is intended for business-to-business interactions and we do not wish to collect any individual User information such as home addresses, home telephone numbers or personal email addresses. We may collect and process Personal Data in order to provide Users with requested information, provide products or services to You (including the Platform) and/or because we are legally required to do so. Specifically, we may use this Personal Data as permitted by law and each User expressly grants us permission to use the Personal Data to contact them with respect to Platform-related inquiries, surveys, customer care, technical support and/or to provide You (or a User) with marketing materials or information of interest from us or our business partners. Personal Data is information that identifies an individual or can be used to identify or contact an individual, e.g., name, email address, mailing address, phone number or Internet Protocol (“IP”) address. The Platform is intended for use only by individuals 18 years or older. If you are not 18, please do not use the Platform.
By using the Platform, you authorize us and our parents, subsidiaries, affiliates, agents, assigns and service providers (collectively, the "Messaging Parties") to contact Users using automatic telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems and automated email systems in order to provide any and all relevant information. Each User authorizes the Messaging Parties to make such contacts using any telephone numbers (including wireless, landline, VOIP numbers and hereinafter developed technology) or email addresses a User supplies to us.
11. Restrictions. Except as expressly permitted by these Terms, you shall not, and you agree not to authorize, encourage, or permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Platform; (b) assign, lease, rent, loan, or otherwise transfer the Platform; (c) use any analytics, data, content, or other output created by or from the Platform on behalf of, or to perform any services for, any third party or include such analytics, data, content or other output in any services or products provided by you to any third party; (d) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the Platform, including without limitation, any such mechanism used to restrict or control the functionality of the Platform or its authorized users or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Platform; (e) remove, modify or obscure any proprietary notices within the Platform; (f) post or share Customer Data or User Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing; or (g) provide access to the Platform to any person or entity that engages in illegal or deceptive trade practices or any other practices proscribed under applicable law.
12. Monitoring. Andalas reserves the right to record, monitor or audit activities occurring through or involving the Platform and/or investigate any allegation that any activity occurring through or involving the Platform does not conform to these Terms and applicable laws. Customer shall not unreasonably hinder such monitoring or audit, and shall provide such information related to the Platform usage as is reasonably requested by Andalas and necessary to confirm adherence to these
13. Information Received from Third-Party Suppliers. As a convenience for you, the Platform is able to upload electronic versions of invoices, receipts, orders, contracts and similar documents (the “Third-Party Documents”) from your vendors and suppliers, such as parts distributors (the “Third-Party Suppliers”). HOWEVER, WE ARE NOT RESPONSIBLE IN ANY WAY FOR THE ACCURACY OR COMPLETENESS OF THE THIRD-PARTY DOCUMENTS AND/OR THE ACTIONS OR OMISSIONS OF THE THIRD-PARTY SUPPLIERS. If you choose to have Third-Party Suppliers upload Third-Party Documents into the Platform, we strongly recommend that you review the Third-Party Documents for accuracy and completeness and, if at all possible, you upload copies of the same documents yourself into the Platform. This will minimize the chance for any errors.
14. Mobile Application. We may make the Platform available to you via a mobile application to be downloaded to your smartphone, tablet or other portable electronic device (the “App”). You are responsible for any applicable charges, updates and fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party app marketplace. You are granted the limited right to install and use the App to access the Platform during the term of your subscription.
16. Termination. We may terminate or disable your access to the Platform at any time for any reason upon fifteen (15) days’ notice provided that if the termination is without cause, we will refund to you a prorated amount of any pre-payments made by you. We reserve the right to suspend or discontinue the Platform at any time, in which case your sole recourse will be a refund of any pre-paid fees.
17. Export. You agree that you and anyone who uses the Platform, including the related website, online services and App, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or any other similar prohibition. You acknowledge that the Platform may be subject to restrictions under applicable U.S. export control laws and regulations. You agree that you will comply with these export control and sanctions laws and regulations, and will not transfer or provide any part of the Platform, in violation of these laws and regulations, directly or indirectly.
18. Disclaimer Of Warranties. We do not guarantee, represent or warrant that your use of the Platform will be uninterrupted, timely, secure or error-free. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content contained within the Platform. You expressly agree that your use of, or inability to use, the Platform is at your sole risk. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
19. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANDALAS, OUR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND EACH OF OURS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF THE PLATFORM. OUR MAXIMUM LIABILITY FOR YOUR USE OF THE PLATFORM IS EQUAL TO THE FEES PAID BY YOU TO US FOR THE ONE (1) YEAR PRIOR TO ANY CLAIM ARISING.
20. Indemnity. You will defend, indemnify and hold harmless us for any losses, damages, judgments, fines, costs and expenses (including reasonable legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of these Terms. Notwithstanding the foregoing, we reserve the right, in our sole discretion and at our expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by us in the defense of any claims.
21. Arbitration. These Terms and your use of the Platform shall be governed by and construed in accordance with the laws of the State of Texas, without reference to otherwise applicable principles of conflicts of law. Any dispute related to these Terms or your use of the Platform shall be submitted solely to arbitration before JAMS in its Dallas, Texas office. You and us submit exclusively to such jurisdiction and venue. Judgments may be enforced in any court in the world having jurisdiction over such matters. THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE RELATED TO THESE TERMS.
22. Entire Agreement. These Terms are complete and reflect the entire agreement between us and you with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings. No promises, representations, understandings, warranties and agreements have been made by any of the parties except as expressly referred to herein. That being said, we may modify these Terms at any time. We may notify you of such modifications by posting through the Platform, via our website or by other means. It is important that you review these Terms whenever we modify them because your continued use of the Platform indicates your agreement to the modifications.