ControlHub | Legal

Terms of Service

Updated: 02/05/2020‍

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These Terms of Service (“Terms”) apply to any access to or use of the websites, applications and other online products and services, as well as any services specified in the applicable Order Form (collectively, “Services”) provided by ControlHub Inc. (“ControlHub”). By signing the ControlHub Services Order Form (“Order Form”) or by otherwise using the Services, you agree to these Terms. If you are using the Services on behalf of a business or organization, you are agreeing to these Terms for that business or organization and representing that you have the authority to bind that business or organization to these terms. References to “you”, “your” or “Customer” refers collectively to that business or organization and its users. If you do not agree to these Terms, do not access or use the Services.

1 License Terms; Proprietary Rights

1.1 Subject to these Terms, ControlHub hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services as set forth on the applicable Order Form.

1.2 ControlHub shall own and retain all right, title and interest in and to (a) the Services and Software (as defined below), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, (c) the text, graphics, images, photographs, videos, illustrations, and other content contained in the Services, and (d) all intellectual property rights related to any of the foregoing. You shall own all right, title and interest in and to the Customer Data (as defined in Section 4).Notwithstanding anything to the contrary, ControlHub shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and ControlHub will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other ControlHub offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

1.3 You hereby grant to ControlHub the non-exclusive, fully paid, royalty-free, non-transferable right and license to use your name(s) and corporate logo(s) in ControlHub’s marketing materials and on its website, for promotional purposes. No other rights or licenses to your name(s), logo(s) or other goodwill are granted pursuant to this Section 1.4.

2 Services and Support

2.1 Subject to these Terms, ControlHub will use commercially reasonable efforts to provide you the Subscription Services referenced in the Order Form, commencing on the date set forth in the Order Form (or, if no Initial Service Term is defined, then on the date you begin using the Subscription Services) and continuing until such time as you cancel the agreement or is otherwise terminated hereunder.

2.2 The Subscription Services enable you to designate certain users of your business or organization as administrators (“Administrators” or “Admins”) to act as point of contact for you, “Approvers” who you grant to the authority to approve purchase requests made by its other users (“Requesters”).

2.3 Through the Subscription Services, Customer and its users may receive “Purchasing Services”, where ControlHub will make purchases on behalf of Customer related to products or services that the Customer users request, such as products and services from suppliers, contractors, sellers, retailers, wholesalers or service providers (“Providers”). In order to facilitate the Purchasing Service, Customer authorizes ControlHub to submit certain information, including the name and other personal information of the Customer user and the applicable payment information (collectively, the “Shared Information”), to the Providers. As an example and by way of illustration only: to facilitate an Customer user purchase of an airline ticket, ControlHub may provide the Customer user’s name, other identifying information, and payment information to the Provider (the airline).

2.4 ControlHub is not responsible for the provision of the products or services purchased through its Purchasing Services, and does not guarantee the correctness of any material, information or results made available to Customer by or from the Providers, and the presentation of product or services inventory through the Subscription Services does not constitute a binding contract offer by ControlHub or the respective Provider. Customer acknowledges and agrees that (i) the Purchasing Services may be subject to the terms and conditions, agreements, and privacy and security policies of the specific Provider selected by the Customer’s user(s), and (ii) the use of Purchasing Services will be subject to Customer’s compliance with applicable law. Customer and its users shall be solely responsible for, and assume all risk arising from, the selection, use and receipt of any Purchasing Service. Customer shall be responsible for the accuracy of all Shared Information it provides to ControlHub.

2.5 ControlHub shall not be liable for the performance or product/service quality of any Provider, any loss or injury to any Customer user resulting from a Purchasing Service, or any unauthorized use, disclosure, or misuse of any Shared Information by a Provider.

2.6 For avoidance of doubt, the Services do not include any products or service provided the Providers, even if ControlHub sent those Providers a Purchase Order, made an online purchase from them or provided any type of service/procurement request or engagement.

2.7 Subject to the terms hereof, ControlHub will provide you with reasonable technical and customer support services for the Services.

3 Restrictions and Responsibilities

3.1 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by ControlHub or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; remove any proprietary notices or labels; or use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

3.2 Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.

3.3 You represent, covenant, and warrant that you will use the Services only in compliance with these Terms, ControlHub’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. ControlHub will provide you with reasonable notice prior to implementing the Policy. You also represent, covenant, and warrant that you have all necessary organizational power and authority to enter into these Terms.

3.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

3.5 With respect to your account(s), you shall (a) provide any information requested via the Services, including in connection with any account you create via the Services, (b) ensure that such information is accurate when provided, and (c) maintain the accuracy of such information at all times. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account or your account credentials without your permission.

3.6 You are responsible for all activities undertaken via the Services through your accounts, and shall take full responsibility for completing due diligence on your own employee(s) before issuing any cards to such employee(s) or allowing them to use ControlHub to make any request. Without limiting the generality of the foregoing, you are solely responsible for all access and use of the Services by your users or any third parties that access the Services via your accounts, including any use of transaction pre-approval settings or other features or functionality relating to transaction authorization or limits, and you release ControlHub from, and waive any, claims related to the foregoing. If you are an Administrator or Approver, you must only approve requests by Purchasers for lawful and direct purchases benefiting your company. If you are a Requester, you must (i) request and use any payment method provided by ControlHub only for lawful and direct purchases benefiting your company, and (ii) make any request or use any payment method provided by ControlHub as authorized by the Administrator and/or Approver and for the limited purposes described in any request for purchase authorization.

3.7 Customer warrants and represents that (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation and in all jurisdictions where it conducts its business; (b) it has all necessary organizational power and authority to enter into these Terms and to perform all of its obligations hereunder; and (c) the individual accepting and agreeing to these Terms on its behalf has the requisite corporate authority to do so.

3.8 Customer will not (a) sell, resell or sublicense the Services to third parties; (b) modify, copy, reproduce, distribute, publicly perform or publicly display any content associated with the Services, except as expressly permitted by us or our licensors; (c) use any data mining, robots or similar data gathering or extraction methods; or (v) use the Services or its content other than for their intended purposes.

4 Compliance

4.1 To help the government fight the funding of terrorism and money laundering activities, the USA PATRIOT ACT requires all financial institutions and their third parties to obtain, verify, and record information that identifies each entity that opens a card account. What this means for you: When you open a card account, we will ask for your business name, address, EIN number, and other information that will allow us to identify the business. We may also ask for Articles of Incorporation, Business Registration, bank statements or other documents to validate the company’s registration and address. Similarly, we will ask for similar information for all individuals that own 25% or more of the business, including but not limited to legal name, address, SSN and date of birth. We may also ask to driver’s license or other identifying documents.

5 Confidentiality

5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of ControlHub includes non-public information regarding features, functionality and performance of the Service. Proprietary Information with respect to you includes non-public data provided by you to ControlHub to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

6 Term and Termination

6.1 The Initial Service Term shall be defined in the applicable Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2 In addition to any other remedies it may have, either party may also terminate the applicable Order Form upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of these Terms. You will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, ControlHub will make all Customer Data available to you for electronic retrieval for a period of thirty (30) days, but thereafter ControlHub may, but is not obligated to, delete stored Customer Data, other than any or all Customer Data that must be retained by law. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6.3 Notwithstanding anything to the contrary in this Section 5, ControlHub reserves the right to immediately suspend the Services or terminate the applicable Order Form if (i) you fail or have failed to maintain your compliance with any applicable regulations, such as, e.g., applicable Anti-Money Laundering rules, etc. or (ii) ControlHub suspects or finds actual breaches of security policies or procedures, or violations of law or applicable regulations.

7 Payment of Fees

7.1 You are responsible for paying all applicable fees in connection with your use of the Services, including any and all fees described in the applicable Order Form for the Services in accordance with the terms therein (the “Fees”). ControlHub reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). Any billing inquiries should be directed to ControlHub’s customer support department.

8 Warranty and Disclaimer

8.1 ControlHub shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ControlHub or by third-party providers, or because of other causes beyond ControlHub’s reasonable control, but ControlHub shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, CONTROLHUB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND CONTROLHUB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9 Indemnity

9.1 You hereby agree to indemnify and hold harmless ControlHub and its officers, directors, agents, employees, and affiliates (the “ControlHub Parties”), from and against any claims, damages, demands, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) resulting from or arising out of (i) any alleged violation or breach by you of the Policy of which you were notified pursuant to Section 3.3 or these Terms, (ii) your use of Services (including without limitation the use by your users), and (iii) your violation, misappropriation or infringement of the rights of another (including privacy rights). Although ControlHub has no obligation to monitor your use of the Services, ControlHub may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

9.2 ControlHub shall hold you harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided ControlHub is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; ControlHub will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by ControlHub, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by ControlHub, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by ControlHub to be infringing, ControlHub may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the applicable Order Form and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.

10 Limitation of Liability

10.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT FOR BODILY INJURY OF A PERSON), CONTROLHUB AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE APPLICABLE ORDER FORM OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) ANY MATTER BEYOND CONTROLHUB’S REASONABLE CONTROL. CONTROLHUB’S MAXIMUM LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU TO CONTROLHUB FOR THE SERVICES UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

11 Miscellaneous

11.1 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These terms are not assignable, transferable or sublicensable by you except with ControlHub’s prior written consent. ControlHub may transfer and assign any of its rights and obligations under these Terms without consent. Unless otherwise specified in the applicable Order Form, these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind ControlHub in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. All disputes relating to these Terms will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in the state of Delaware. The prevailing party will be awarded all costs and fees of collection and arbitration, including without limitation reasonable attorneys’ fees. ControlHub may make changes to these Terms from time to time by providing notice to you. Unless ControlHub says otherwise in such notice, the amended Terms will be effective immediately and your continued access to and use of the Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Services.

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