IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Use”) describes the terms under which PRGX USA, Inc. and/or its affiliates (“PRGX”, “we”, “us”, or “our”) provides and licenses the PRGX Direct Data Access to the Licensee identified on the Order Form (“Licensee”, “you”, or “your”). These Terms of Use are incorporated by reference into each Order Form executed by you and PRGX (collectively, the “Agreement”). PRGX may amend these Terms of Use at any time in its sole discretion, effective upon posting the amended Terms of Use at the domain or subdomains of www.prgx.com, www.lavante.com, www.deductionmgmt.com, or where the prior version of the Terms of Use was posted, or by communicating these changes through any written contact method PRGX has established with you.
If you authorize any of your employees to have access to your PRGX Direct Data Access (e.g., by adding them as a “User” in your PRGX Supplier Connect™ account), you hereby appoint them as a representative, and we may rely upon any communications made by them relating to your PRGX Direct Data Access account(s), and they may receive relevant information and notifications on your behalf. Before authorizing any Users who are not your employees (i.e., a third-party User) to have access to our PRGX Direct Data Access, PRGX must approve such Users in advance in writing (email or Order Form reference shall suffice) (“Authorized Third-Party Users”). You hereby authorize PRGX to communicate directly to the Authorized Third-Party Users regarding their use of the PRGX Direct Data Access and PRGX Service. You will require all Users to comply with the Agreement, and you will be primarily liable for their acts or omission in connection with the use of the PRGX Direct Data Access and the Agreement.
Defined Terms
a) “Access Credentials” means the necessary security keys, secrets, tokens, usernames, passwords, and other credentials to access the PRGX Direct Data Access.
b) “Application” means any of your or your third-party licensor’s applications, systems, or other method in which you integrate with PRGX Direct Data Access or use to ingest PRGX Direct Data Access Data.
c) “Client” means the mutual client of PRGX and Licensee and/or Licensee’s supplier client(s) referred to in the Order Form that is also a licensee of or receiving a PRGX Service.
d) “Direct Access Data” means any data accessed or obtained by you using the PRGX Direct Data Access, including any data aggregated, anonymized, or derived from that data.
e) “PRGX Direct Data Access” means (i) any form of machine accessible application programming interface (API) that PRGX makes available which provides access to a PRGX Service, including all programmatic web APIs, software, or other associated tools, elements, components, and executables therein, (ii) any PRGX sample code that enables interactions with a PRGX Service, (iii) any Direct Access Data extracts provided by PRGX via an sFTP site, and (iv) documentation that PRGX makes available to help enable your access to the PRGX Direct Data Access.
f) “PRGX Service” means the PRGX Supplier Connect™ software as a service application or other related service offering of PRGX referred to on the Order Form.
g) “User” or “Users” means the individuals or entities accessing the PRGX Direct Data Access on your behalf.
2. PRGX Direct Data Access Documentation
Your use of any of the PRGX Direct Data Access and Direct Access Data must comply with the technical documentation, usage guidelines, call volume limits, deletion rules, and other documentation made available to you (together, the “Developer Documentation”, which are expressly incorporated into these Terms of Use by reference). In the event of any conflict between the Developer Documentation and these Terms of Use, these Terms of Use shall control.
3. Test Profiles
You may create up to two (2) PRGX Supplier Connect™ profiles for purposes of testing usage of the PRGX Direct Data Access. You must create the profiles manually and not via automated means, such as scripts.
Test profiles must: (a) generally appear to be standard PRGX Supplier Connect™ profiles; (b) not interact with non-test profiles (e.g., you may only use these profiles to access the PRGX Direct Data Access, you cannot use test profiles to comment on invoices, create claims/disputes, etc.); and (c) not override our PRGX Direct Data Access limits. You must clearly identify the profiles as test profiles using “Test” in the first name.
4. PRGX Direct Data Access License and Guidelines
a) PRGX Direct Data Access License. Subject to your compliance with these Terms of Use, PRGX grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to use the PRGX Direct Data Access to ingest Direct Access Data from the PRGX Service. You may use the PRGX Direct Data Access only as expressly permitted in these Terms of Use. Violation of these Terms of Use or failure to pay within the payment terms in accordance with the Order Form may result in the suspension or termination of your use of the PRGX Direct Data Access.
b) PRGX Direct Data Access Guidelines. You may NOT:
(i) Use the PRGX Direct Data Access in a way that could impair, degrade, harm or damage PRGX, the PRGX Direct Data Access, any PRGX Service, or anyone’s use of the PRGX Direct Data Access or any PRGX Services;
(ii) Use the PRGX Direct Data Access to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to or which can be accessed via the PRGX Direct Data Access;
(iii) Use the PRGX Direct Data Access, or any information accessed or obtained using the PRGX Direct Data Access, for the purpose of migrating Clients away from a PRGX Service, unless expressly permitted by PRGX pursuant to a duly executed written agreement;
(iv) Request from the PRGX Direct Data Access more than the minimum amount of data, or more than the minimum permissions to the types of data needed ;
(v) Use an unreasonable amount of bandwidth, or adversely impact the stability of the PRGX Direct Data Access or PRGX Service;
(vi) Attempt to circumvent the limitations PRGX sets on your use of the PRGX Direct Data Access. PRGX sets and enforces limits on your use of the PRGX Direct Data Access (e.g., limiting the number of requests or extract files that you may make or the number of Users you may serve), in its sole discretion;
(vii) Use PRGX Direct Data Access in any manner that works around any technical limitations of the PRGX Direct Data Access or of the accessed PRGX Service, or reverse engineer, decompile or disassemble the PRGX Direct Data Access, except and only to the extent that applicable law expressly permits, despite this limitation;
(viii) Use the PRGX Direct Data Access, or any data obtained using the PRGX Direct Data Access, to conduct performance testing of a PRGX Service unless expressly permitted by PRGX pursuant to a duly executed written agreement;
(ix) Use the PRGX Direct Data Access, or any data obtained using the PRGX Direct Data Access, to identify, exploit or publicly disclose any potential security vulnerabilities;
(x) Request, use or make available any data obtained using the PRGX Direct Data Access outside any permissions expressly granted by PRGX or a Client ;
(xi) Use or transfer any Direct Access Data for advertising or marketing purposes including (A) targeting ads, or (B) serving ads.
(xii) Make Direct Access Data available for use in a manner that circumvents the need for users to obtain a valid license to the PRGX Service that is accessed through the PRGX Direct Data Access;
(xiii) Redistribute or resell, or sublicense access to, the PRGX Direct Data Access, any data obtained using the PRGX Direct Data Access, or any other PRGX Service accessed through the PRGX Direct Data Access; or
(xiv) Misrepresent expressly, by omission, or implication, the need for users to obtain a valid license to the PRGX Service that is accessed through the PRGX Direct Data Access;
(xv) Falsify or alter any unique referral identifier in, or otherwise obscure or alter the source of queries to hide a violation of this agreement; or
(xvi) Use the PRGX Direct Data Access or allow any User to use the Direct Access Data in a way that violates applicable law, including:
A. Illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws;
B. Intending to exploit minors in any way;
C. Accessing or authorizing anyone to access the PRGX Direct Data Access from an embargoed country as prohibited by the U.S. government;
D. Threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason; or
E. Violating applicable privacy laws and regulations.
(i) Use the PRGX Direct Data Access in a way that could create, in PRGX’s sole discretion and judgment, an unreasonable risk to PRGX or a Client from a security or privacy perspective.
5. Security.
a) Application Security. You warrant that your Application has been developed to operate with PRGX Direct Data Access content in a secure manner. Your network, operating system and the software of your servers, databases, and computer systems (collectively, “Systems”) must be properly configured to securely operate your Application and store content collected through your Application (including the PRGX Direct Data Access content). Your Application must use reasonable security measures to protect the private data of your Users.
b) Issue Prevention. We may use technology or take any other reasonable action we deem necessary to detect, prevent, limit, or stop the impact of any issues caused by your usage of the PRGX Direct Data Access (before, after, or instead of suspension of your access) or to protect the security and availability of the PRGX Service. This may include, for example, (i) filtering to stop spam, (ii) performing security or privacy monitoring regarding scraping, denial of service attacks, security threats, User impersonation, application impersonation, or illicit consent grant(s), or (iii) limiting, suspending, or terminating your access to the PRGX Direct Data Access.
c) Security Breach. In the event of a security or data breach by you affecting any aspect of your usage of the PRGX Direct Data Access or any Direct Access Data, you will promptly contact PRGX and provide details of the security or data breach.
6. Your Compliance with Applicable Privacy and Data Protection Laws. You must comply with all laws and regulations applicable to your use of the data accessed through the PRGX Direct Data Access, including without limitation laws related to privacy, biometric data, data protection and confidentiality of communications. Your use of the PRGX Direct Data Access is conditioned upon implementing and maintaining appropriate protections and measures for your service and Application, and that includes your responsibility to the data obtained through the use of the PRGX Direct Data Access.
7. Changes to the PRGX Direct Data Access and Terms of Use. WE MAY CHANGE OR DISCONTINUE THE AVAILABILITY OF SOME OR ALL OF THE PRGX Direct Data Access AT ANY TIME FOR ANY REASON WITH OR WITHOUT NOTICE. Such changes may include, without limitation, removing or limiting access to specific sFTP folders, extract files, API(s), adjusting fees, or setting and enforcing limits on your use of additions to the PRGX Direct Data Access. We may also impose limits on certain features and services or restrict your access to some or all of the PRGX Direct Data Access. We may release subsequent versions of the PRGX Direct Data Access and require that you use those subsequent versions, at your sole cost and expense. WE MAY MODIFY THESE TERMS OF USE AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE TO YOU. YOUR CONTINUED USE OF THE PRGX DIRECT DATA ACCESS FOLLOWING THE RELEASE OF A SUBSEQUENT VERSION OF THESE TERMS OF USE WILL BE DEEMED YOUR ACCEPTANCE OF ANY MODIFICATIONS TO THESE TERMS OF USE.
8. Confidentiality. You may be given access to certain non-public information, data, software, and specifications relating to the PRGX Direct Data Access (“Confidential Information”), which is confidential and proprietary to PRGX. You may use Confidential Information only as necessary in exercising your rights granted under these Terms of Use. You may not disclose any Confidential Information to any third party, except for Authorized Third-Party Users, without PRGX’s prior written consent. You agree that you will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.
9. Use of Data. PRGX may use the data relating to your use of the PRGX Direct Data Access to provide the PRGX Direct Data Access and to maintain and improve PRGX products and services. PRGX may also anonymize such data and/or aggregate it with other data such that you cannot be identified, and PRGX will own all such anonymized data and aggregated data.
10. Disclaimer of Warranties, Limitation of Liability and Indemnity
a) Disclaimer of Warranties. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE PRGX DIRECT DATA ACCESS. YOU UNDERSTAND THAT USE OF THE PRGX DIRECT DATA ACCESS IS AT YOUR OWN RISK AND THAT WE PROVIDE THE PRGX DIRECT DATA ACCESS ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE” TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS OF USE ARE INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. WE DO NOT GUARANTEE THE PRGX DIRECT DATA ACCESS WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE PRGX DIRECT DATA ACCESS MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR.
b) Limitation of Liability. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING BREACH OF THESE TERMS OF USE), YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER, FROM PRGX OR ANY AFFILIATES, RESELLERS, DISTRIBUTORS, SUPPLIERS (AND RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS) AND VENDORS, ONLY DIRECT DAMAGES UP TO USD $500.00 COLLECTIVELY. YOU CANNOT RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. These limitations and exclusions apply even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to any claims related to these Terms of Use or your use of the PRGX Direct Data Access.
c) Indemnification. You will defend, hold harmless, and indemnify PRGX from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, and reasonable attorney fees, to the extent resulting from, alleged to have resulted from, or in connection with your breach of the obligations herein or infringement of PRGX’s or third party’s intellectual property.
11. Termination
a) Our Suspension or Termination for Breach. We may immediately suspend or terminate the Agreement, any rights granted herein, and/or your license to the PRGX Direct Data Access, in our sole discretion at any time, upon a breach by you of the Agreement. Upon any such suspension or termination, we will not be obligated to refund any prepaid fees.
b) Your Termination for Breach. You may terminate the Agreement, effective upon written notice to us, if we materially breach the Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, we do not cure such breach within 30 days after receipt of written notice of such breach. Upon such termination, we will provide a pro rata refund of any prepaid fees for the remainder of the License Term.
c) Our Suspension or Termination for Convenience. We may terminate the Agreement for convenience at any time upon 30 days’ notice to you; provided, however, if we so terminate, we will provide a pro rata refund of any prepaid fees for the remainder of the License Term.
d) Effect of Termination. Upon termination, all licenses granted herein immediately expire and you must cease use of the PRGX Direct Data Access. You must also comply with our or Client’s instruction to return or delete any data accessed or obtained through the PRGX Direct Data Access, unless expressly permitted by PRGX or prohibited by law.
12. General Terms
a) Applicable Law. This Agreement is governed by and construed in accordance with the laws of the State of Georgia, United States without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Georgia.
b) Support. Basic support for the PRGX Direct Data Access is available by emailing productsupport@prgx.com.
c) Assignment and Delegation. Except as authorized by PRGX or on the Order Form, you may not assign or delegate any rights or obligations under these Terms of Use. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms of Use, fully or partially without notice to you.
d) Reservation of Rights. All rights not expressly granted herein are reserved by PRGX. You acknowledge that all intellectual property rights within the PRGX Direct Data Access, PRGX Service, and Direct Access Data remain the property of PRGX, its third-party licensors, or a Client and nothing within these Terms of Use will act to transfer any of these intellectual property rights to you.
e) Independent Contractors. Nothing in this Agreement shall be construed as creating an employer-employee relationship, processor-subprocessor relationship, a partnership, or a joint venture between the parties.
f) No Waiver. Either party’s failure to act with respect to a breach of these Terms of Use does not waive either party’s right to act with respect to that breach or subsequent similar or other breaches.
g) Survival. Sections of these Terms of Use that, by their terms, require performance after the termination or expiration of these Terms of Use will survive.
h) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. If to PRGX, copy of any such notice shall be sent to legal@prgx.com. Notices to you will be delivered to the primary contact’s email address or principal place of business at the address on the Order Form or on file with PRGX. And, in either case, at such other address as one party may subsequently furnish to the other party in writing.
i) Entire Agreement. These Terms of Use and any documents incorporated into these Terms of Use by reference, constitute the entire agreement between you and us regarding the PRGX Direct Data Access and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms of Use. If any provision of these Terms of Use is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.
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