Supplier Network Agreement

PLEASE READ THIS SUPPLIER AGREEMENT CAREFULLY BEFORE USING THE SERVICES OFFERED BY BEELINE.COM, LLC (“BEELINE”). BY CLAIMING YOUR SUPPLIER PROFILE OR ENTERING THE SITE YOU (“SUPPLIER”) AGREE TO BE BOUND BY THIS SUPPLIER AGREEMENT (THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND SUCH ENTITY TO ITS TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Services.

1.1. Supplier Network Services. Beeline provides workforce management software and applications and related services to entities and their personnel and service providers. Supplier may have been invited to use the Supplier Network Services by one or more of its Clients or by Beeline. Additionally, Supplier may invite its own Authorized Parties to use the Supplier Network Services.

1.2. Provision of Services. Subject to the terms and conditions of this Agreement, Beeline shall make the Supplier Network Services available to Supplier and its Authorized Parties solely for Supplier’s internal business purposes. Supplier is responsible for compliance by each Authorized Party with the terms and conditions of this Agreement.

2. Supplier Obligations.

2.1. Obligations. Supplier shall: (a) have sole responsibility for the collection, accuracy, quality, modification and legality of all Supplier Data and any other information provided by Supplier as well as the upload or entry of such Supplier Data  and other information provided by Supplier into Supplier Network Services; (b) allow access to and use of Supplier Network Services by Authorized Parties only; and (c) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Supplier Network Service, and notify Beeline promptly of any unauthorized access or use. Supplier shall not (and shall not allow its Authorized Parties to): (i) use the Supplier Network Services in violation of applicable law; (ii) upload to the Supplier Network Services or use the Supplier Network Services to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious codes, files, scripts, agents or programs; (iii) knowingly interfere with or disrupt performance of the Supplier Network Services or the data contained therein; or (iv) attempt to gain access to or use the Supplier Network Services or its related systems or networks in a manner not set forth or permitted in the Documentation.

2.2. Restrictions. Supplier shall not (i) modify, translate, adapt, copy, or create derivative works based upon, the Supplier Network Services or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, offer in a service bureau, or otherwise make available, the Supplier Network Services or Documentation to any third party (other than to allow access by Authorized Parties to the Supplier Network Services as permitted herein); (iii) reverse engineer, disassemble or decompile any portion of the Services or Documentation, including but not limited to, any software utilized by Beeline in the provision of the Services and Documentation, except to the extent required by law; or (iv) access the Supplier Network Services to build a competitive product. All rights not expressly granted by Beeline with respect to the Services are reserved. Supplier shall not use automation-based technical frameworks (aka “BOTs”). Beeline does not authorize unsanctioned integrations or interfaces. Unsanctioned integrations involve systematic access to the Beeline Network Services, data, or servers through authenticated User accounts. Examples of unsanctioned integrations or interfaces include screen-scraping technology and proprietary Supplier systems. Beeline reserves the right to disable access of User accounts and IP addresses demonstrating suspicious unsanctioned behavior.

2.3. Suspension. Beeline reserves the right to suspend or deny access to the Services by any Authorized Party without incurring any resulting liability if: (i) Beeline reasonably believes that the Authorized Party has failed to comply with this Agreement, or accessed or used the Services beyond the scope of rights granted, or for a purpose not authorized, under this Agreement; (ii) Beeline reasonably believes the Authorized Party is or has been involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Services; or (iii) Beeline receives a judicial or other governmental demand or order, subpoena or law enforcement request that requires Beeline to suspend or deny access to the Services.

3. Proprietary Rights. Beeline and/or its licensors own all right, title and interest to the Services (including, without limitation, any software and trade secrets) and Documentation, and all Intellectual Property Rights thereto. Supplier or, as applicable, its Authorized Party(ies) own all right, title and interest in and to Supplier Data. Beeline retains all right, title and interest in and to Usage Data. Should the Supplier leave the Supplier Network and enter a Client’s instance of any other Beeline Services (including but not limited to Beeline Enterprise or Beeline Professional), the terms that Supplier accepts when entering those Client instances shall apply. If Supplier provides feedback or suggestions concerning the Services to Beeline, then Beeline and its Affiliates may use such feedback and suggestions without restriction and without obligation to Supplier.

4. Confidentiality. Each party as a recipient (a “Recipient”) of Confidential Information of the other party (a “Discloser”) shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) and shall not use or disclose or use any Confidential Information of the Discloser except as reasonably necessary to perform Recipient’s obligations or exercise Recipient’s rights pursuant to this Agreement or with the Discloser’s prior written permission. Recipient may disclose Confidential Information of Discloser on a need to know basis to its Affiliates, contractors and service providers bound by confidentiality obligations at least as restrictive as those in this section. If Recipient is compelled by law to disclose Confidential Information of Discloser, Recipient’s disclosure of such Confidential Information shall not be considered a breach of this Agreement provided that Recipient promptly provides Discloser with prior written notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. If Recipient discloses or uses (or threatens to disclose or use) any Confidential Information of Discloser in breach of the confidentiality protections provided hereunder, Discloser shall have the right, in addition to all other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that other available remedies may be inadequate.

5. Security and Data Privacy. Security and data privacy are addressed in the Supplier Data Protection Addendum (“DPA”) found here.

6. Warranties.

6.1. Warranty. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all applicable laws.

6.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. BEELINE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED.

7. Indemnification.

7.1. Beeline Indemnity. Beeline shall defend, indemnify and hold Supplier harmless from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (collectively, “Losses”) that arise from claims, demands, suits, or proceedings made or brought against Supplier by a third party (“Claims”) alleging that the use of the Services as permitted hereunder infringes such third party’s Intellectual Property Rights. Beeline shall have no liability for Claims or Losses to the extent arising from: (a) modification of the Services by anyone other than Beeline to the extent such modification caused such infringement; (b) use of the Services in violation of this Agreement to the extent such use caused such infringement; (c) use of the Services in combination with any other product or service not provided by Beeline to the extent the combination caused such infringement or (d) Supplier Data or other information provided by Supplier.

7.2. Supplier Indemnity. Supplier shall defend Beeline, at Supplier’s expense, from any Claim against Beeline by a third party alleging that the use of (a) Supplier Data, and/or (b) data submitted by Supplier, its Affiliates and/or its Authorized Parties pursuant to its use of the Services as contemplated under this Agreement, infringes or misappropriates such third party’s Intellectual Property Rights including where Supplier has not obtained any necessary consents and Supplier shall indemnify and hold Beeline harmless against any Losses relating to such Claim. “Claims” and “Losses” shall have the same meaning as used in Section 7.1 above.

7.3. Conditions. The indemnitor’s obligations in Sections 7.1 and 7.2 are conditioned on the indemnitee: (a) promptly giving written notice of the Claim to the indemnitor; (b) giving the indemnitor sole control of the defense and settlement of the Claim; and (c) providing to the indemnitor (at indemnitor’s cost) all reasonable assistance. This Section 7 states each indemnitee’s exclusive remedies and the indemnitor’s sole obligations for all third-party Claims related to the subject matter of this Section.

8. Limitation of Liability.

8.1. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR LIMITATIONS OR RESTRICTIONS WITH REGARD TO THE SERVICES UNDER SECTION 2, OR EITHER PARTY’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS IN SECTION 7, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED $1,000 US DOLLARS.

8.2. CONSEQUENTIAL DAMAGES WAIVER. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW OR FOR A BREACH OF RESTRICTIONS UNDER SECTION 2, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Term.

9.1. Term. Either party may terminate these terms at any time for convenience, with or without cause by notifying the other party ten (10) days in advance of termination. Upon expiration or termination of this Agreement, Supplier’s right, and the rights of its Authorized Parties, to access and use the Service, and access to Supplier Data through the Service, shall immediately cease.

9.2. Surviving Provisions. The provisions of these terms which by their nature are intended to continue beyond the termination of these terms or the completion of any services shall survive the expiration or the termination of these terms by any party for any reason.

10. General Provisions.

The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Agreement. Notices to Beeline shall be sent to suppliernetwork@beeline.com. Notices to Supplier shall be sent to the address shown provided in Supplier’s account profile. Beeline reserves the right to change these terms or the Supplier Network Services at any time. Supplier will be prompted to accept the new terms at subsequent log in and the new terms will be effective as from their acceptance by a User, individually and on behalf of Supplier. All inquiries about these terms can be directed to suppliernetwork@beeline.com. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence. This Agreement shall be governed exclusively by the laws of the State of Florida, without regard to its conflicts of laws rules, and venue for all disputes with respect to this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in the county of Duval, Florida. The United Nations Convention on Contracts for or the International Sale of Goods shall not apply. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Supplier shall not make the Services available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party.

“Authorized Parties” means Supplier’s or its Affiliate’s workers or employees or agents that access or use the Supplier Network who are authorized by Supplier to access the Supplier Network Services on Supplier’s behalf and/or receive Supplier Data.

“Client” means a customer of Supplier who engages Supplier to provide services or personnel.

“Confidential Information” means (a) any software included in or utilized by Beeline in the provision of the Services and its respective source code; (b) Supplier Data; (c) each party’s trade secrets or other business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms and conditions of this Agreement (but not its existence or parties). Confidential Information does not include any information that, without Recipient’s breach of an obligation owed to Discloser: (i) is or becomes generally known to the public; (ii) was known to Recipient prior to disclosure by Discloser; (iii) was independently developed by Recipient; or (iv) is received by Recipient from a third party.

“Client Data" means the data of any Client.

“Documentation” means Beeline’s then-current electronic guide(s) for the Supplier Network Services made generally available to customers of the Services.

“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

“Supplier Data” means Client Data and User Data.

“Supplier Network Services” means the software, applications, features and other services Beeline provides Supplier that enable Supplier to manage its relationships with its Clients and its workers.

“Usage Data” means data or information about the performance, operation, transactions (including benchmark data), or use of the Supplier Offerings or Users which has been anonymized such that the results are not identifiable with respect to Supplier or any User.

“User” means an employee or agent of Supplier that accesses and uses the Supplier Offerings on Supplier’s behalf.

“User Data" means the personal data of a User.