Terms of Service

Last updated: February 01, 2024

PLEASE READ THIS AGREEMENT BEFORE USING SPENDHOUND’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’S SERVICES, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.


If you accepted these Terms of Service before February 1st, 2024, your use of the SpendHound Services is governed by these terms.


These Terms of Service, together with the Privacy Notice, and the Data Processing Agreement (together, the “Agreement”) are entered into by and between SpendHound, LLC, a limited liability company organized in the state of Delaware, with its principal place of business at 90 5th Avenue, 11th Floor, New York, NY 10011 (“SpendHound”) and the entity identified as Customer on the online account created (“Customer”), to provide the terms and conditions under which SpendHound will provide its SaaS management platform (the “Services”) to Customer.


1. DEFINITIONS

“Account” means an account maintained by Customer through which Authorized Users access the Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Deidentified Data” means Customer Content from which personal data has been removed so that remaining data cannot reasonably identify or be capable of being associated with a particular individual or Customer.

“Authorized User” means each Customer employee designated by Customer to access its Account and serve as technical administrator of the Services.

“Customer Content” means any reports, information, files, documents, customer applications, graphics data, Customer Personal Data, or other content provided by Customer to SpendHound for use in connection with the Services.

“Customer Personal Data” means any personal data that Customer submits or uploads into the SpendHound Services that is processed by SpendHound. This definition is also used in the Data Processing Agreement.

“Documentation” means the user guides, online help, release notes, playbooks, training materials and any other documentation or materials provided or made available by SpendHound to Customer regarding the use, operation or subject matter of the Services or the Procurement Services.

“Effective Date” means the date of Customer’s acceptance or execution of this Agreement.

“Feedback” means any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of the Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Procurement Services” means consultations with a procurement advisor.

“Services” means SpendHound’s SaaS management platform. .

“Subcontractor” means an individual or entity to whom SpendHound subcontracts any of its obligations under this Agreement.

“Subprocessor” means any third-party data processor engaged by SpendHound to process Customer Personal Data. This definition is also used in the Data Processing Agreement.

“Subscription Term” shall mean an indefinite period, subject to termination for convenience by either party during which Customer will have online access and use of the Services.


2. SERVICES
2.1
Subscription. During the Subscription Term and subject to the terms of this Agreement, SpendHound hereby grants to Customer a limited, non-exclusive, non-assignable, non-sublicensable, royalty-free, worldwide right to access and use the Services solely for Customer’s internal business operations.
2.2
Account. Customer’s Account may be accessed solely by Authorized users. Customer acknowledges and agrees it will: (i) provide accurate and complete Account and login information and keep such information up to date, (ii) remain solely responsible and liable for all activity in Customer’s Account, (iii) ensure that its Authorized Users keep the Account login details secure at all times and comply with the terms of this Agreement, and (iv) remain fully responsible for any breach of this Agreement by its Authorized Users. Customer is solely responsible for maintaining the security of its Account and devices from unauthorized access. In the event of unauthorized access to Customer’s Account, Customer shall immediately notify SpendHound and take all reasonable steps to remediate such unauthorized access.
2.3
Restrictions. Customer shall not, and shall not permit its Authorized Users or anyone else to: (i) copy, modify, translate, patch, improve, alter, change, or create derivative works of or distribute any part of the Service, (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Services, (iii) make the Services available to any person other than an Authorized User, (iv) use or access the Services to provide service bureau, time-sharing or other computer hosting services to third parties, (v) remove, modify or obscure any copyright, trademark, or other proprietary notices contained in the software used to provide the Services or Documentation, (vi) access the Services in order to build a similar product or competitive product, (vii) use the Services in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights, (viii) use the Services to store or transmit infringing, libelous, obscene, harassing or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or (ix) use the Services to store or transmit Malicious Code.
2.4
Integrations. Customer may request SpendHound to retrieve Customer Content or otherwise provide its Services through the use of integrations with third party vendors (each an “Integration Vendor”). For any Integration Vendor that Customer selects, Customer must first review and agree to the specific terms relating to that integration in the SpendHound portal. By clicking connect and/or otherwise permitting SpendHound to set up the integration, Customer has agreed to those additional terms and those terms are hereby incorporated into this Agreement.
2.5
Procurement Services. In addition to Customer’s use of the Services, SpendHound may offer or Customer may request a consultation with a procurement advisor (such consultations, “Procurement Services”). SpendHound shall provide to Customer all relevant information regarding the Procurement Services, including any applicable fees. Customer hereby acknowledges and agrees that Procurement Services are intended for informational purposes only. All information provided to Customer as part of the Procurement Services does not and is not intended to constitute legal, financial or professional advice. SpendHound makes no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, or reliability of any information provided to Customer as part of the Procurement Services. Customer’s use of the Procurement Services and reliance on any information received from the Procurement Services is at Customer’s own risk.
2.6
Security. SpendHound shall maintain appropriate organizational and technical measures for protection of the security, confidentiality, and integrity of Customer Content.

3. OWNERSHIP
3.1
Reservation of Rights. Subject to the limited rights granted herein, SpendHound shall own all right, title and interest, including all intellectual property rights, in and to (i) the Services (including all modifications, improvements, upgrades, and derivative works), (ii) all Documentation, (iii) all insights and analytics data derived from or relating to the Services, (iv) Feedback, and (v) Deidentified Data. Customer agrees to assign all right, title and interest it may have in any of the foregoing to SpendHound. For clarity and without limiting the foregoing, the parties acknowledge and agree that SpendHound may collect and derive from Customer Content aggregated, de-identified and/or anonymized data that does not identify Customer or any natural persons, and SpendHound may, in its sole discretion, use, disclose, and/or sell such data for any lawful purpose, including (but not limited to) improving the Services, research, service and product development, and marketing.
3.2
Customer Content. Customer retains ownership and intellectual property rights in and to its Customer Content. Subject to the terms and conditions of this Agreement. Customer grants to SpendHound a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the Services to Customer or as otherwise provided for in this Agreement or SpendHound’s Privacy Notice. Customer represents and warrants that it has all of the consents and permissions required to provide and grant to SpendHound these rights in the Customer Content. These limited permissions also extend to SpendHound’s Subcontractors and Subprocessors.

4. CUSTOMER RESPONSIBILITIES
4.1
Delivery of Customer Content. Customer is responsible for the timely delivery (in the format specified by SpendHound), as well as the accuracy, quality and legality of Customer Content, the means by which Customer Content is acquired and used with the Services, and the interoperation of any third party applications with which the Services are used. Customer acknowledges that SpendHound’s ability to deliver the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such Customer Content.
4.2
Third Party Applications. Customer will comply with terms of service of any third party applications used with the Services.
4.3
Suspension. Any use of the Services that, in SpendHound’s judgment, threatens the security, integrity or availability of the Services may result in immediate suspension of the Services. SpendHound will use commercially reasonable efforts under the circumstances to provide notice and an opportunity to remedy such violation or threat prior to any such suspension. SpendHound shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension.
4.4
Compliance with Law. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that SpendHound exercises no control over the content of the information transmitted by Customer through the Services, including Customer Content and Customer Personal Data.

5. DATA PROCESSING; PERSONAL DATA
5.1
Processing by SpendHound. Customer instructs SpendHound and its Affiliates to process, transfer and/or store Customer Content under this Agreement. Customer hereby acknowledges and agrees that SpendHound’s performance of this Agreement may also require SpendHound to process, transfer and/or store Customer Personal Data. By submitting Customer Personal Data to SpendHound, Customer agrees that SpendHound and its Affiliates will process, transfer and/or store Customer Personal Data in accordance with the requirements set forth in the Data Processing Agreement and the Privacy Notice.
5.2
Customer Responsibilities. With respect to all Customer Personal Data provided by or through Customer to SpendHound, Customer will be responsible as sole Data Controller for complying with Data Protection Law (as defined in the Data Processing Agreement). Customer agrees to obtain all necessary consents and make all necessary disclosures before including Customer Personal Data in Customer Content and using the Services. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Customer Content, including any information which any Authorized User shares with third parties on Customer’s behalf.
5.3
Means of Processing. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by SpendHound under this Agreement, including that such processing according to Customer’s instructions will not place SpendHound in breach of Data Protection Law.

6. TERM AND TERMINATION
6.1
Term of Agreement. The term of this Agreement shall begin on the Effective Date and continue until terminated by either party as outlined in this Section.
6.2
Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach. Either party may terminate this Agreement at any time for convenience upon thirty (30) days’ notice to the other party.
6.3
Effect of Termination. Upon termination of this Agreement, SpendHound shall immediately cease providing the Services to Customer and all usage rights granted under this Agreement to Customer shall terminate.

7. WARRANTIES
7.1
Each Party represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and (ii) the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
7.2
OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. SPENDHOUND MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPENDHOUND DOES NOT WARRANT THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED, ERROR FREE, FREE OF MALICIOUS CODE, OR THAT DEFECTS WILL BE CORRECTED.

8. LIMITATIONS OF LIABILITY
8.1
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA LOSS, OR DATA USE, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2
NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED $10,000.
8.3
The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Section 2.3 (Restrictions) or Section 9 (Indemnification).

9. INDEMNIFICATION
9.1
Indemnification by SpendHound. If a third party makes a claim against Customer that the Services infringe any patent, copyright or trademark, or misappropriate any trade secret, or that SpendHound’s negligence or willful misconduct has caused bodily injury or death, SpendHound shall defend Customer and its directors, officers and employees against the claim at SpendHound’s expense, and SpendHound shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by SpendHound, to the extent such losses, damages and expenses arise from the claim. SpendHound shall have no liability for any claim based on (a) the Customer Content, (b) modification of the Services not authorized by SpendHound, or (c) use of the Services other than in accordance with the Documentation and this Agreement. SpendHound may, at its sole option and expense, procure for Customer the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Subscription Term.
9.2
Indemnification by Customer. If a third party makes a claim against SpendHound that any Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, or violates an obligation of confidentiality or Data Protection Law or was not permitted to be used by SpendHound as contemplated under this Agreement, Customer shall defend SpendHound and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent such losses, damages and expenses arise from the claim.
9.3
Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense, assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

10. CONFIDENTIALITY
10.1
Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. SpendHound software, the Services and Documentation are deemed Confidential Information of SpendHound.
10.2
Confidentiality. During the term of this Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care that it uses to protect its own confidential information to prevent unauthorized disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors or, in the case of SpendHound, Subcontractors or Subprocessors, who are subject to confidentiality agreements and use the Confidential Information only to facilitate the performance of their services on behalf of the receiving party.
10.3
Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law, order of a court, or other governmental authority, provided that the receiving party shall use reasonable efforts to notify the other party promptly and prior to such disclosure, so the disclosing party may seek a protective order or otherwise prevent or restrict such disclosure. Each party agrees that it may disclose the existence of this Agreement and the relationship of the parties, but the specific terms of this Agreement will be treated as Confidential Information. Each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as its accountants, lawyers, bankers and investors.

11. GENERAL PROVISIONS
11.1
Governing Law; Venue. This Agreement is governed by the laws of the State of New York, not including its conflict of law principles. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act apply to this Agreement. Any claims in connection with this Agreement will be subject to the exclusive jurisdiction of the state and federal courts in the Borough of Manhattan, New York. Each party irrevocably submits to the personal jurisdiction and venue of and agrees to service of process issued or authorized by any such court in any such action or proceeding.
11.2
Force Majeure. The Services, and SpendHound’s ability to provide the Services, may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. SpendHound is not responsible for any delays, delivery failures, or other damage resulting from such problems or for any other event outside the reasonable control of SpendHound, including without limitation acts of God, acts of third parties, government regulations, shortage of supplies, act of war, act of terrorism, earthquake, flood, wind damage, epidemic, pandemic, or electrical, internet or telecommunications outage.
11.3
Notices. Notices under this Agreement must be in writing and will be considered given when delivered personally, or by email (with confirmation of receipt) or by courier or by conventional mail (registered or certified, postage prepaid with return receipt requested). Notices must be addressed to the parties at the addresses specified in this Agreement, but each party may change its address by written notice in accordance with this paragraph.
11.4
Publicity. Unless otherwise requested by Customer in writing, SpendHound may use Customer’s name, logo and trademarks to indicate that Customer is a SpendHound customer in SpendHound’s business development and marketing efforts and materials (both printed and online), including, without limitation, its website.
11.5
Subcontracting. Customer consents to SpendHound’s appointment of Subcontractors (including Subprocessors) to perform the Services and Procurement Services.
11.6
Miscellaneous. Nothing in this Agreement shall be construed as constituting a partnership, joint venture, agency or employment relation between the parties. Neither party shall have any right whatsoever to incur any liability or obligation on behalf of the other party. Neither party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other party, except to any purchaser of all or substantially all of the assets or the majority of the stock of such party by merger, consolidation, or otherwise. Headings in this Agreement are for convenient reference only and have no effect in limiting or extending the language of the Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary to be enforceable. This Agreement will otherwise remain in full force and effect. This Agreement may be amended, or compliance with any term or condition may be waived, only if agreed to in executed writing by the parties, or in the case of a waiver, by the party waiving compliance. Any modifications to this Agreement pursuant to this Section 11 are deemed binding and enforceable. No waiver by any party of any provision of this Agreement will be deemed a waiver of any other provision or a waiver of the same provision at any prior or subsequent time.

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