Terms of Services

Levelpath Limited Use Terms of Service

Welcome to the Levelpath web application located at https://app.levelpath.com (the “Site”) and/or mobile application (“App”) offered by Levelpath, including the technology platform which enables certain customers of Levelpath who have executed a separate Software as a Service Agreement (or similar separate license agreement for the provision of the foregoing platform with full functionality) (such customer, a “Full-Use Customer”, and such separate agreement, a “Separate Agreement”) to manage their suppliers and vendors (the Site, App, and foregoing technology platform, collectively, the “Platform”). IF YOU DO NOT OTHERWISE HAVE A DULY-
EXECUTED SEPARATE AGREEMENT WITH LEVELPATH TO PUCHASE A SUBSCRIPTION OR LICENSE TO USE THE PLATFORM, THEN YOU ARE NOT A FULL- USE CUSTOMER, THESE LIMITED USE TERMS OF SERVICE (THESE “LIMITED USE TERMS”) GOVERN YOUR USE OF THE PLATFORM, AND, BY USING THE PLATFORM, YOU HEREBY AGREE TO BE BOUND BY THESE LIMITED USE TERMS. Alternatively, if you have (or an organization you are acting on behalf of has) a duly-executed Separate Agreement with Levelpath, then you are a Full-Use Customer, these Limited Use Terms do not apply to your use of the Platform, and you are instead subject to the Customer Terms of Service (which apply to your use of the Platform) above. To make these Limited Use Terms easier to read, the terms “Levelpath,” “we,” and “us” mean Levelpath Inc., and the term “you” refers to you and any organization that you are acting on behalf of in accessing the Platform.

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1. Definitions

(a) “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) you and your Authorized Users’ use of the Platform, including, without limitation, any usage data or trends with respect to the Platform and its component features and functionalities, in each case in anonymized form. (b) “Authorized User” means any employee or contractor that you authorize to use the Platform in accordance with these Limited Use Terms. (c) “Your Data” means all information, data, and other content, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you, or any Authorized User to Levelpath in connection with your and your Authorized Users’ use of the Platform.

2. Access and Use

(a) Provision of Access. Subject to the terms and conditions of these Limited Use Terms, Levelpath hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Platform solely to add, update, and correct information pertaining to your business within the Platform on behalf of a Full-Use Customer (the “Purpose”) during the Term; provided that you (i) are provided an account to use the Platform in accordance with Levelpath’s then-current account registration procedures; (ii) ensure Your Data (including the foregoing added, updated, and/or corrected information) is and remains true, accurate, and complete; and (ii) strictly comply with the restrictions set forth in Section 2(b) . You have the right to permit Authorized Users to use the Platform on your behalf for the Purpose in accordance with these Limited Use Terms; provided, however, that you will remain fully and directly liable to Levelpath for any and all use of the Platform by Authorized Users as if such use was by you yourself under these Limited Use Terms.

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(b) Use Restrictions. You will not use the Platform for any purposes beyond the scope of the rights granted in these Limited Use Terms. You will not (and will not attempt to) at any time, directly or indirectly, and will not permit any person or entity (including, without limitation, your Authorized Users) to: (i) modify or create derivative works of the Platform, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Platform, in whole or in part; (iii) sell, resell, rent or lease the use of the Platform to any other person or entity, or otherwise allow any person or entity to use the Platform for any purpose other than for your benefit for the Purpose in accordance with these Limited Use Terms; (iv) use the Platform to store, transmit or post any infringing, libelous or otherwise unlawful or tortious material or any data (including, without limitation any of Your Data) for which you do not have the necessary consents or rights to provide via the Platform; (v) interfere with, or disrupt the integrity or performance of, the Platform, or any data or content contained therein or transmitted thereby; (vi) access or search the Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform features provided by Levelpath for use expressly for such purposes; or (vii) use the Platform or Levelpath Confidential Information for benchmarking or competitive analysis with respect to competitive or related products/services, or use the Platform or Levelpath Confidential Information to develop, commercialize, license or sell any product/service or technology that could, directly or indirectly, compete with the Platform.

(c) Reservation of Rights. Nothing in these Limited Use Terms or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the Platform (or any intellectual property rights therein), other than as expressly set forth in these Limited Use Terms. As between the Parties, Levelpath will exclusively own all right, title and interest in and to the Platform and all improvements, modifications or derivative works thereof (and all intellectual property rights in any of the foregoing). All intellectual property rights created in any such improvements, modifications and derivative works of the Platform will vest solely in Levelpath upon creation. Each party hereby expressly reserves all intellectual property rights not expressly granted hereunder.

3. Confidential Information

From time to time in connection with these Limited Use Terms, we may disclose or make available to you or your Authorized Users information about our business affairs, products, customers, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the you at the time of disclosure; (c) rightfully obtained by you on a non-confidential basis from a third party; or (d) independently developed by you. You shall not use, transfer or disclose our Confidential Information to any person or entity, except to your employees, directors, officers, members, consultants, contractors, attorneys, advisors and agents who have a need to know the Confidential Information for you to exercise your rights or perform your obligations hereunder, and who are bound by obligations of confidentiality to you which are at least as protective as those confidentiality obligations set forth in these Limited Use Terms. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the you have first given written notice to Levelpath and made a reasonable effort to obtain a protective order. On the expiration or termination of these Limited Use Terms, you shall, at Levelpath’s option, either (A) promptly return to us all copies, whether in written, electronic, or other form or media, of our Confidential Information, or (B) destroy all such copies and certify in writing to Levelpath that such Confidential Information has been destroyed.

4. Policies

You hereby acknowledge that you have reviewed and agreed to the Levelpath Privacy Policy at https://www.levelpath.com/privacy, which is hereby incorporated into and deemed a part of these Limited Use Terms, binding upon you and your Authorized Users with respect to your and their use of the Platform in connection with these Limited Use Terms.
 

5. Feedback

From time-to-time you or your Authorized Users may provide Levelpath with suggestions, comments and feedback with regard to the Platform (collectively, “Feedback”). You, on behalf of yourself and your Authorized Users, hereby grant Levelpath a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Levelpath’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Platform.

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6. Data

(a) As between you and Levelpath, and except as set forth in Section 6 (b) , you will own and retain all right, title and interest in and to all Your Data. (b) You hereby grant Levelpath (i) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify and make derivative works of Your Data in connection with the hosting, operation, improvement and provision of the Platform (or any similar platform or software owned by Levelpath) or any other business purpose during the Term; and (ii) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, reproduce, distribute, display, perform, modify, make derivative works of and otherwise exploit all Aggregate Data in connection with the hosting, operation, improvement and provision of the Platform (or any similar platform or software owned by Levelpath) or any other business purpose.
 

 

(c) You hereby represent, warrant and covenant to Levelpath that you have obtained and will obtain all necessary consents with respect to any and all of Your Data hosted, collected, stored or transmitted through the Platform to the extent necessary (i) for you and Levelpath to comply with all applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws; and (ii) for you to grant the licenses contemplated by Section 6(b) .

7. Rights and Terms for Apps

(a) App License. If you comply with these Limited Use Terms, Levelpath grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Limited Use Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

(b) Additional Information: Apple App Store. This Section 8(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Limited Use Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Limited Use Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

8. Representations and Warranties

Each party hereby represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Limited Use Terms and (b) the execution, delivery and performance of these Limited Use Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.

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9. Indemnification

You will defend and pay all damages finally awarded against Levelpath pursuant to a final, valid and binding judgment or order or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against Levelpath arising from: (i) Your Data, including allegations that Your Data was stored, collected, hosted or transmitted in violation of applicable laws, rules and regulations or these Limited Use Terms, or that Your Data infringes the intellectual property rights of a third party; (ii) any breach of the representations or warranties hereunder or the restrictions set forth in Section 2(b) ; or (iii) your negligence, willful misconduct, or
violation of law. Levelpath will promptly notify you of any and all such claims and will reasonably cooperate with you in connection with the defense and/or settlement thereof. You will have the sole right to conduct the defense of any claim for which you are responsible hereunder (provided that you may not settle any claim without Levelpath’s prior written approval unless the settlement unconditionally releases Levelpath from all liability, does not require any admission by Levelpath, and does not place restrictions upon Levelpath’s business, products or services). Levelpath may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if you refuse to fulfill your obligation of defense, Levelpath may defend itself and seek reimbursement from you.

10. DISCLAIMER
 

EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOLWEDGE THAT THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS, AND LEVELPATH MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS OR TO ANY OTHER PERSON OR ENTITY REGARDING THE PLATFORM OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEVELPATH HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, LEVELPATH HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE PLATFORM WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

 

11. LIMITATIONS OF LIABILITY

(a) Exclusion of Damages. IN NO EVENT WILL LEVELPATH BE LIABLE TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE LIMITED USE TERMS OR THE PROVISION OF THE PLATFORM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(b) Total Liability. IN NO EVENT WILL LEVELPATH’S TOTAL LIABILITY TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THESE LIMITED USE TERMS OR THE PROVISION OF THE PLATFORM EXCEED ONE HUNDRED DOLLARS ($100).

12. Term and Termination

(a) Term. The term of these Limited Use Terms begins on the Effective Date and will continued until these Limited Use Terms are terminate or you cancel your account pursuant to the terms herein.

(b) Termination. Levelpath may terminate these Limited Use Terms at any time with notice to you. You may cancel your account at any time by sending us an email at support@levelpath.com.
 

(c) Survival. The following Sections will survive termination or expiration of these Limited Use Terms: Sections 2(c) , 3 , 4 , 5 , 9 , 10 , 11 , 12(c) , and 13 .

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13. Miscellaneous

(a) Entire Agreement. These Limited Use Terms, together with any order forms or other documents incorporated herein by reference, are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.

 

(b) Notices. We may provide notices to you by posting them on the Site, by providing electronic notification via the Platform, or by email to the address associated with your account. You may provide notices to us via email at legal@levelpath.com. All notices are effective upon posting or when delivered.

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(c) Waiver. Except as otherwise set forth in these Limited Use Terms, either party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.

 

(d) Severability. If any provision of these Limited Use Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

(e) Governing Law; Jurisdiction. These Limited Use Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the San Francisco County, California and the parties irrevocably consent to the personal
jurisdiction and venue therein.

 

(f) Assignment. Levelpath may freely assign its rights and obligations under these Limited Use Terms. You may not assign or transfer this Agreement, by operation of law or otherwise, without Levelpath’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.

 

(g) Equitable Relief. Each party hereby agrees that any breach of these Platforms Terms may cause such other party to incur irreparable harm and significant injury that would be difficult to ascertain and would not be compensable by damages alone. Accordingly, each party agrees that, in addition to any other rights and remedies that the non-breaching party may have at law or otherwise with respect to such a breach, the non-breaching party will have the right to seek specific performance, injunction or other appropriate equitable relief

 

(h) No Third-Party Beneficiaries. Unless otherwise expressly provided, no provisions of these Limited Use Terms are intended or will be construed to confer upon or give to any person or entity, other than the parties, any rights, remedies or other benefits under or by reason of this Agreement.