Procurement Portal

Standard Terms and Conditions for Buyers


Environmental Network International, Inc. ("ENI") licenses its internet-based procurement portal software (the "ENI-net Portals") to organizations (each a "Licensee") to automate the sourcing and purchasing of goods and services. The ENI procurement platform creates private trade exchanges that enable workflow automation, procurement and sales management, data archiving and retrieval, and reporting tools. Licensee's use of the ENI-net Portals is governed by the following terms and conditions:
  1. License. Subject to the following terms and conditions, ENI grants to Licensee a limited use, non-exclusive, non-transferable, non-sublicensable license for the ENI-net Portals to which Licensee subscribes and for which ENI issues Licensee one or more user identification(s) and password(s), solely for the purpose of procuring goods or services.

  2. Internet Access. ENI does not provide Licensee with hardware, software, telecommunications lines or other materials and services necessary to access the ENI-net Portals. ENI shall not be responsible for the failure of such items or any failure or interruption of Licensee's access to the Internet or other computer hardware or software.

  3. System Integrity. Licensee may not download, copy or otherwise use the ENI-net Portals or any information from the ENI-net Portals except for the sourcing and procurement of goods and services for Licensee's own use. Licensee may not use any device, software or routine that damages or interferes with the proper working of any ENI-net Portals or ENI's procurement systems, or surreptitiously intercept or expropriate any system, data or information from any ENI-net Portals. Licensee agrees that the source code relating to the ENI-net Portals is confidential and proprietary to ENI and/or its licensors. Licensee may not decompile, disassemble, reverse engineer or otherwise manipulate the ENI-net Portals or other software so as to derive such source code. Licensee agrees not to take any action which imposes an unreasonable or disproportionately large load on any ENI-net Portals, and will not interfere with the activities of other users of any ENI-net Portals. Licensee will not attempt to gain unauthorized access to any ENI systems or networks. Licensee may not modify the ENI-net Portals in any manner. Licensee may not distribute, sublicense, assign or transfer any rights to use the ENI-net Portals, either in whole or part, to any third party.

  4. Licensee Responsibilities. Licensee shall be responsible for maintaining the privacy of all user identifications and passwords assigned to it by ENI ("Registration Data") to access any ENI-net Portals. Licensee may not disclose its Registration Data to, or share them with, any third parties, or otherwise use its Registration Data for any unauthorized purpose. Licensee shall defend, indemnify and hold harmless ENI and its affiliates, officers, directors and agents from and against all claims, liability, loss and expense incurred in connection with any use or alleged use of the services provided in connection with the ENI-net Portals by any third party using Licensee's Registration Data, whether or not authorized by Licensee.

  5. Content on the ENI-net Portals. Licensee acknowledges that ENI-net does not endorse and is not responsible for the accuracy or reliability of any information, files or other data ("Content") posted on, uploaded to or contained on any ENI-net Portals which is obtained from or provided by third parties. Except for Content which is maintained as private or secure in accordance with ENI's Privacy Policy in effect from time to time as posted on ENI's web site (which Privacy Policy shall be deemed incorporated in this Agreement by this reference), Content posted on the ENI-net Portals is public and is available to registered and other users of the ENI-net Portals. Licensee is solely responsible for all of its Content posted on or uploaded to the ENI-net Portals, whether such Content is posted or uploaded by ENI or Licensee. Licensee warrants that all of its Content: (a) does not infringe any third party's intellectual property rights, including, without limitation, trademark, servicemark, copyright, and patent rights, as well as any publicity rights or privacy rights; (b) is not defamatory, threatening or harassing; (c) is not obscene, indecent or contain pornography; (d) is not false, inaccurate or misleading in any material respect; (e) is not fraudulent and does not involve the sale or solicitation of counterfeit, stolen, illicit or illegal goods; or (f) will not otherwise create any liability on ENI's behalf. Licensee acknowledges that ENI may take any action with respect to Content that ENI deems appropriate in its sole discretion, including terminating rights of use.

  6. Intellectual Property Rights. ENI's procurement systems include confidential, proprietary processes, software and other elements protected by applicable trademark, servicemark, copyright, patent, trade secret law. ENI shall retain all rights to any work, submissions, designs, inventions, applications, improvements, know-how, or discoveries made or conceived by ENI in connection with this License, including any resulting from the provision of customization or integration services performed by ENI for Licensee.

  7. Third-Party Web Site Links. Licensee acknowledges that the ENI-net Portals may contain links to third-party web sites not under ENI's control or operation, and that ENI does not endorse, nor is responsible for, the content of any linked site or any site linked to or from a linked site. Licensee may not provide any link to or from any page on any ENI-net Portals without ENI's express prior written permission.

  8. Compliance with Laws. Licensee shall comply with all applicable laws, statutes, ordinances and regulations regarding its use of any ENI-net Portals and the purchase or sale of, any goods or services in connection therewith, and the posting of all Content.

  9. Default. In addition to any other remedies that may be available at law or in equity upon a breach of this License by Licensee (including the non-payment of any licensing or other fees due from Licensee to ENI), ENI may terminate this License, and the use of and access to all Content on the ENI-net Portals. Licensee may terminate its use of the ENI-net Portals at any time by sending written notice to ENI. Any such termination by Licensee shall not relieve Licensee from its obligation to pay all applicable licensing and other fees that have accrued or are otherwise owed by it to ENI, whether pursuant to this Agreement or otherwise. All representations, warranties and covenants of Licensee shall survive any termination or expiration of this License.

  10. Disclaimers and Limitation of Liability.

    (a) ENI PROVIDES ACCESS TO THE ENI-NET PORTALS AND ITS SERVICES AS IS, WHERE IS, AND AS AVAILABLE. ENI MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. ENI SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ENI DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY ENI-NET PORTALS OR SERVICES, AND LICENSEE ACKNOWLEDGES THAT OPERATION OF THE ENI-NET PORTALS MAY BE INTERFERED WITH BY NUMEROUS FACTORS NOT WITHIN ENI'S CONTROL.

    (b) IN NO EVENT WILL ENI BE LIABLE UNDER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, AND IN NO EVENT WILL ENI'S TOTAL CUMULATIVE LIABILITY EXCEED THE ANNUAL LISTING FEE DURING THE INITIAL OR RENEWAL TERM ASSOCIATED WITH THE LATEST OCCURRENCE OR OMISSION THAT GIVES RISE TO LIABILITY, REGARDLESS OF THE CAUSE (INCLUDING NEGLIGENCE) AND REGARDLESS OF WHETHER ENI KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

  11. Indemnification. Licensee agrees to defend, indemnify and hold harmless ENI from and against any and all claims and damages of any kind resulting from Licensee's use of any ENI-net Portals or any services provided by ENI, from Licensee's breach of any provision of this Agreement, or from any actions taken by Licensee.

  12. Release. Licensee acknowledges that ENI is not a party to any transactions involving the provision of goods and/or services purchased or sold by Licensee, and Licensee irrevocably releases and discharges ENI and its affiliates, officers, directors and agents from and against all claims, liability, loss and expense incurred in connection with any disputes arising out of or related to such transactions. If applicable to Licensee, Licensee waives the provision of California Civil Code section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

  13. Relationship Between ENI and Licensee. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement between ENI and Licensee. No provision of this Agreement is intended, nor shall it be construed, to create third party beneficiary rights for or on behalf of any persons other than ENI and Licensee, and shall not affect the terms and conditions governing any transactions between Licensee and any third party.

  14. Other Provisions. This License (a) supersedes all other prior agreements, both written and oral, with respect to the subject matter hereof, and shall not be amended, modified or changed except by a writing duly executed by both Licensee and ENI; (b) may not be assigned by Licensee; (d) shall be governed by, and construed in accordance with, the internal laws (and not the law of conflicts) of the Commonwealth of Massachusetts, and Licensee consents to the non-exclusive jurisdiction of the federal and state courts of Massachusetts in connection with the interpretation and enforcement of this Agreement; and (e) may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single agreement. If any provision of this License is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Section headings used in this Agreement are for convenience of reference only and shall be given no effect in the interpretation of this Agreement. The failure of either party hereto to exercise any right hereunder shall not be deemed to be a waiver of such right. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party making such waiver.
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