GENERAL PROVISIONS
Contract and General Regulations
All terms and conditions herein are part of this contract and order. Any other terms not appearing on this form are not part of this order. The Customer(YOU) and their agents assume all liability for content and warrant and represent that all materials furnished with this order do not infringe or breach a copyright, patent, property or contractual right or any other claim of any other party, that the material supplied is to be included in Spend Matters in accordance with this order, and that Spend Matters is indemnified from any claims or actions between Customer and any third party that may arise as a result of fulfilling this order. Contracts are non-cancellable. .
Spend Matters clients will not receive any different or additional treatment in the areas of Spend Matters Insider coverage, SolutionMap scoring or analyst client advisory (compared with non-Spend Matters clients). Moreover, engagement with Spend Matters is exclusive from all other forms of engagement including subscription products, advisory services and other Spend Matters products, which are contracted separately.
Please note: any unused credits may be carried forward into future (annual) agreements only.
Spend Matters reserves the right to increase member pricing at-will.
Contracts will auto-renew annually unless cancelled by the Customer prior to renewal date.
Any Trial memberships will be automatically enrolled in annual membership at the end of the trial period unless the user cancel prior to renewal date.
Relationship of The Parties
Spend Matters LLC acknowledges that it is an independent contractor, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between Spend Matters LLC and Customer. Neither party shall have authority to incur any obligations or make any representations, warranties or guarantees on behalf of the other party.
Proprietary Rights
Customer and their agents acknowledge that all copyrights, patents, trademarks, trade secrets and other intellectual property embodied in Spend Matters, other than the material provided by Customer for the purpose of this order, shall belong exclusively to Spend Matters Except as set forth in in this Agreement based on the agreed-upon terms, included but not limited to license duration, Customer shall not copy, decompose, reverse engineer, sublicense or redistribute any part of Spend Matters content or other materials without prior written consent of Spend Matters.
Mutual Indemnification
Spend Matters and Customer shall mutually indemnify, defend and hold each other’s affiliates and their respective officers, directors, agent and employees harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorney’s fees and expenses) arising out of or resulting from any personal injury or property damage caused solely by the actions of the liable party. Either party shall not be obligated to indemnify, however, to the extent that such claim is caused by use of the deliverables other than in accordance with applicable documentation or instructions supplied and any alteration, modification or revision of the deliverables not expressly authorized.
Price Escalation**
Spend Matters reserves the right to increase member pricing at-will. Contracts will auto-renew annually unless cancelled by the Customer prior to renewal date.
Payment Terms
Payment is due at the time of purchase. Invoice payment in full is due upon receipt. Membership access will not be granted until payment is received.
In the event of a payment dispute or an interrupted payment, a service charge of 2% per month will be added to each unpaid balance sixty (60) days past due. If an outside agency is used to collect an unpaid balance, collection fees and legal expenses will be added to the unpaid balance. Should legal action be taken to collect an unpaid balance, Customer agrees not to make a counterclaim against Spend Matters and hereby waives the right to do so. Spend Matters reserves the right to discontinue programming if payment is not received.
Spend Matters will issue expiration warnings weekly during the final month of membership and daily during the final week of membership. If payment is not received, membership access will be removed after a one-month grace period.