Terms and Conditions

Terms and Conditions

These terms and conditions are a legal agreement between you (together with the business entity, if any, that you represent, “You” or “Your”) and Azul Partners, Inc. (D.B.A. Spend Matters / Spend Matters PRO), with offices at 421 W. Melrose, Suite 10C, Chicago, IL, 60657 / USA (“Spend Matters Pro” or “we”, “us” or “our”), establishing terms and conditions under which You will access and use the services and features available on Spend Matters PRO website located at www.metalminerindx.com and any related sub-domains (the “Website”) (i) which are publicly accessible or (ii) to which You have access pursuant to the purchase options and/or subscription plans You have selected on the Website (each a “Service” and collectively, “Services”).

BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON OR USING THE SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE WEBSITE AND/OR THE SERVICES FROM YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE PUBLICLY AVAILABLE SERVICES IS ALSO SUBJECT TO THE TERMS AND CONDITIONS OF USE OF THE WEBSITE, AS SUCH TERMS AND CONDITIONS OF USE MAY CHANGE FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU. YOU AGREE TO COMPLY IN ALL RESPECTS WITH ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT AND ANY TERMS AND CONDITIONS SET FORTH ON THE WEBSITE.

1. General. Your right to use the Website and Services is limited in scope, revocable, personal, non-transferable and non-exclusive. Provided that you comply at all times with the terms of this Agreement, the terms and conditions set forth on the Website, and subject to the limitations set forth herein, Spend Matters PRO will provide you with access to the Website and Services. You are responsible for obtaining any equipment and Internet service necessary to access the Website and Services.

2. Deliverables; User Licenses. You will receive specific ordered report or other deliverable (“Deliverable”) or You will receive a certain number of “Self-Service User” licenses as You have agreed on the Website or in a separate written agreement between You and Spend Matters PRO. If You choose to subscribe to our Services on an ongoing basis, all Users will have access to the full Spend Matters PRO content as well as any additional features made generally available on the Website while You are in good standing. Users may use help, FAQ’s, video tutorials and other support made generally available on the Website. All terms used but not defined herein are set forth on the Website.

3. Fees. You shall pay all fees or charges to Your account in accordance with the fees, charges, and billing terms in effect at the time You subscribe to the Services or that You order the applicable Content from the Services. You shall be responsible for any and all use, sales or other taxes arising from your use of any deliverables or services provided by Spend Matters PRO or its third party suppliers. Payments must be made according to the terms and conditions You have agreed to on the Website or in a separate written agreement with Spend Matters PRO.

4. Intellectual Property Rights and Licenses; Permitted Use.
    (a) You will have access to Deliverables, information, text, images, data, reports, links, or other material, created by Spend Matters PRO or provided by a third party for display on the Website, and viewed on–line, printed by You or delivered off-line by Spend Matters PRO (the “Content”). Certain Content may be subject to additional fees, as noted in the Services and Website. All Content is the property of Spend Matters PRO and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners. Subject to Your timely payment of the applicable fees and the terms and conditions of this Agreement, Spend Matters PRO hereby grants to You a limited, non–transferable, non–exclusive, non–sublicensable, right and license to access and use the Content as permitted in this Section 4. For the avoidance of doubt, all Deliverables ordered by You are “Content” and “Services” and are subject to the terms and conditions of this Agreement applicable to Content and Services.
    (b) You may view, copy, download, and print Content, subject to the following conditions: (i) the Content may be used solely for Your internal informational and business purposes, no part of the Website, Services or Content may be reproduced, transmitted or otherwise distributed in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose; and (ii) copyright, trademark, and other proprietary notices may not be removed from any Content or other materials obtained from the Services.
    (c) You shall not: (i) modify, adapt or create derivative works based on the Website, Services or Content; (ii) create Internet “links” to or from the Website, or “frame” or “mirror” any Content; or (iii) disassemble, reverse engineer, or decompile the Services or Content, or access it in order to build a competitive product or service, build a product or service using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics.
    (d) Except as expressly set forth in this Agreement or other written agreement between You and Spend Matters PRO, no license or other right in or to the Website, Services or Content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.
    (e) Spend Matters PRO shall have a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate any suggestions, ideas, enhancement requests, feedback, recommendations or other information You provide relating to the Website, Services or Content.
    (f) Unless otherwise agreed by the parties, You hereby grant to Spend Matters PRO the right to use your name, in Spend Matters PRO’s on-line and/or printed marketing materials and in the Website, to disclose that You (or the organization You represent) are a client of Spend Matters PRO.

5. Login Credentials. If You choose to subscribe to our Services on an ongoing basis, Spend Matters PRO will provide You with the means to create login identifiers and a password(s) for each named user (“Login Credentials”). You shall be solely responsible for protecting Login Credentials from unauthorized use, and You are solely responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if You believe that any of Your Login Credentials has been or may be used without Your permission so that appropriate action can be taken. We shall not be responsible for any loss or damage caused by, or expense incurred by You as a result of, Your failure to safeguard Your Login Credentials.

6. Term. This Agreement shall commence on the earlier of the date You accept these terms and conditions or the date you first used the Services or download or otherwise receive a Deliverable, and shall continue for the period of time for which You have subscribed to the Services, unless earlier terminated or extended pursuant hereto. If You choose to subscribe to our Services on an ongoing basis, this Agreement will renew automatically for successive
periods of time equal to the duration of Your initial subscription or for such renewal period as You may otherwise provide on the Website pages in which you subscribe to the Services, unless (1) for an annual subscription or other subscription term or renewal term longer than one month, either Customer or Spend Matters PRO provides notice of termination more than thirty (30) days before the end of the then-applicable subscription term ; or (2) for all other subscriptions, Customer or Spend Matters PRO provides notice of termination before the end of the then-applicable subscription term. Either party may terminate this Agreement for breach upon thirty (30) days prior written or e-mailed notice unless such breach is cured in that thirty (30) day period. Sections 3, 4(c), 4(d), 6, 7, 8, 9 and 10 shall survive the termination or expiration of this Agreement according to their terms. You will have a perpetual license to use any Content You download during the Term, subject to the terms and conditions of Section 4.

7. Limited Warranty. We publish and collect insights and data from multiple sources and activities. We do not verify the information associated with our Services. As such, we do not and cannot guarantee the accuracy or completeness of any data available through the Services, including without limitation all Content. We will provide the Services in a professional and workmanlike manner; provided that You agree that we are not responsible for the quality or correctness of any of the Content available through the Services, which Content is provided on an AS IS basis. It is Your responsibility to evaluate the accuracy, completeness or usefulness of the Content, and any information, opinion, advice or other content available through the Services, together with other information available to You. Each of You and us represents and warrants that it has the legal power to enter into this Agreement. EXCEPT AS SET FORTH IN THIS SECTION 7, WE PROVIDE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON–INFRINGEMENT.

8. Limitation of Liability. IN NO EVENT SHALL SPEND MATTERS PRO BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WEBSITE, SERVICES OR ANY CONTENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL Spend Matters PRO ’s aggregate liability ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED AMOUNTS PAID BY YOU TO SPEND MATTERS PRO  FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT PER CLAIM.
    
 9. Indemnity. You agree to indemnify, defend and hold harmless Spend Matters PRO, its affiliates, officers, directors, employees, consultants, agents and representatives from any and all third party claims, losses, liability, damages and/or costs (including reasonable attorneys’ fees and costs) arising from Your use of the Website, Services, Content and/or Your violation of this Agreement and/or Your infringement, or infringement by any other user of Your accounts, of any intellectual property or other right of any person or entity.

10. Miscellaneous. This Agreement shall be governed and interpreted pursuant to the laws of the State of Illinois, United States of America, without reference to its conflict of laws principles. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other or to bind the other in any manner. Neither party may assign or transfer this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, reorganization or the sale of all or substantially all of assets or stock of such party, which may occur without such consent. Spend Matters PRO retains ownership of all intellectual property rights to its Content, technology, software, documentation and tools used in connection with the Website, Services and/or Content. Notices delivered under this Agreement must be given in writing and will be effective when received. This Agreement, together with the terms and conditions set forth on the Website and any written agreement between You and Spend Matters PRO, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.