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Platinum Supplier Program Terms and Conditions v2.12.17

Purchases of Subscriptions to the Platinum Supplier Program (as defined below) under an Order Form with SciQuest, Inc. dba JAGGAER (“JAGGAER“) and the supplier named in such Order Form (“Supplier“) shall be subject to the following, additional Terms and Conditions as of the dates specified in the Order Form (the “Effective Date“). By executing an Order Form, Supplier agrees to be bound by the following additional Terms and Conditions.

  1. DEFINITIONS. In addition to the terms defined elsewhere in the Agreement, the terms set forth in this Section 1 shall have the following meanings:
    1. “Agreement” shall mean these Terms and Conditions and the Order Form.
    2. “Customer” shall mean a JAGGAER customer that Supplier transacts business with, or wishes to transact business with, via the JAGGAER procurement platform.
    3. “Platinum Supplier Program” shall mean the program described in Order Form that enables Supplier to gain greater Customer exposure, gain added visibility into existing customers and enhance collaboration with JAGGAER.
    4. “Supplier Data” shall mean data generated, uploaded or transmitted by Supplier to JAGGAER in connection with the Platinum Supplier Program.
    5. “Order Form” shall mean the ordering documents executed by JAGGAER and Supplier that represent the purchase of the Subscription to the Platinum Supplier Program.
    6. “Services” shall mean the services provided by JAGGAER to enable Supplier to participate in the Platinum Supplier Program.
    7. “Software” shall mean software provided by JAGGAER or any of its licensors that enables Supplier to access the Platinum Supplier Program or otherwise used to provide the Services.
    8. “Subscription” shall mean the right of Supplier to access the Platinum Supplier Program during the Subscription Term, as set forth in an Order Form.
  2. USE OF THE SERVICES AND ACCESS TO THE PLATINUM SUPPLIER PROGRAM.
    1. Proprietary Rights. This is a subscription agreement for access to the Platinum Supplier Program. The Agreement is not a sale, or assignment and transfer, of any software or services. Supplier agrees that JAGGAER, its licensors or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Software, the Services, Services deliverables and any and all related and underlying software (including interfaces created by JAGGAER), databases, technology, reports and documentation, and any adaptation, modification, derivation, addition or extension to the Software and Services. Except for the Subscription granted hereunder, nothing in the Agreement gives Supplier any right, title or interest in or to the Software, the Services or any related documentation.
    2. JAGGAER License. JAGGAER hereby grants to Supplier a nontransferable, non-exclusive license during the Subscription Term, to participate in the Platinum Supplier Program.
    3. Supplier Data. Supplier owns all right, title and interest in, and to, all Supplier Data. JAGGAER shall not use or disclose Supplier Data except as needed to facilitate Supplier’s access to the Platinum Supplier Program or otherwise to provide Services under this Agreement.
    4. Protection of Supplier Data. Supplier Data is deemed Confidential Information under this Agreement and JAGGAER shall maintain the confidentiality of Supplier Data in accordance with its confidentiality obligations under this Agreement. Additionally, JAGGAER shall maintain, at a minimum, industry standard administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Supplier Data.
    5. Protection and Use of JAGGAER Data and Customer Data. Information provided by JAGGAER related to JAGGAER’s supplier program (“JAGGAER Data”) and information related to Customers that Customers have consented to JAGGAER sharing with Supplier (“Customer Data”) is deemed Confidential Information under this Agreement and Supplier shall (i) maintain the confidentiality of JAGGAER Data and Customer Data in accordance with its confidentiality obligations under this Agreement and (ii) at any time upon JAGGAER’s or a Customer’s request, cease using such Customer Data and completely delete and remove all records of such Customer Data. Additionally, Supplier shall maintain, at a minimum, industry standard administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of JAGGAER Data and Customer Data.
  3. FEES; PAYMENT.
    1. Fees; Payment. Supplier agrees to pay JAGGAER all of the fees agreed to in the Order Form. Fees for the Subscription will be invoiced in advance. Unless otherwise stated in the Order Form, all payments shall be made in United States dollars no later than thirty (30) days after the date of invoice, payable in full, without reduction for any offset, withholding or other claims (except with respect to charges then under reasonable and good faith dispute as evidenced in a writing promptly sent by Supplier to JAGGAER prior to the payment due date). All payments not received when due shall accrue interest at a rate per month of one and one-half percent (1.5%) (excluding reasonably disputed payments). Payment obligations are non-cancellable and non-refundable. Supplier shall remit payment via electronic funds transfer to the account designated in the invoice provided by JAGGAER.
    2. Taxes. The fees payable under the Agreement shall not include local, state, federal or foreign sales, use, value-added, excise or personal property or other similar taxes or duties now in force or enacted in the future imposed on the transaction and/or the delivery of the Services, all of which Supplier shall be responsible for and pay in full except those taxes based on the net income of JAGGAER. If Supplier is exempt from the payment of any such taxes, upon execution of the Agreement, Supplier shall provide JAGGAER with a valid tax exemption certificate authorized by the appropriate taxing authority.
    3. Suspension of Service. If any Supplier account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in the Agreement), JAGGAER reserves the right, upon ten (10) days prior written notice to Supplier, to suspend Supplier’s Subscription without liability to JAGGAER until such account is paid in full.
  4. TERM AND TERMINATION.
    1. Term of the Agreement. The Agreement commences on the Effective Date and continues until the Subscription has expired or the Agreement is terminated earlier, pursuant to the Terms and Conditions set forth herein.
    2. Term of Subscription. The Subscription term to the Platinum Supplier Program shall be as set forth in the Order Form (the “Subscription Term”). Unless otherwise set forth in an Order Form, upon the expiration of the Subscription Term, the Subscription Term shall automatically renew for additional one (1) year periods, unless either party provides written notice to the other (written notice to JAGGAER shall be provided either to AR@JAGGAER.com or JAGGAER’s address set forth below, attention: “JAGGAER Finance Department) of its intent not to renew at least ninety (90) days prior to the end of the Subscription Term.
    3. Termination for Cause. Either party may terminate the Agreement by written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days following receipt of written notice of such breach.
  5. WARRANTY.
    1. Warranty. JAGGAER hereby warrants that during the Subscription Term, the Platinum Supplier Program will operate in substantial conformity with the then-current published description of the Premium Supplier Program. In the event of any failure of the Platinum Supplier Program to operate in substantial conformity to such specifications, JAGGAER will, at JAGGAER’s sole option, and as Supplier’s sole and exclusive remedy, either (i) correct the nonconformity or (ii) terminate the Agreement and/or the Subscription and refund to Supplier a sum equal to the Subscription fees paid for the period during which the Platinum Supplier Program failed to operate in substantial conformity with the then-current, published specifications, prorated on a monthly basis.
    2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES CONTAINED IN THIS SECTION 6, JAGGAER MAKES NO WARRANTIES REGARDING THE PLATINUM SUPPLIER PROGRAM AND SERVICES. JAGGAER SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
    3. LIMITATIONS OF LIABILITY. NEITHER PARTY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITY (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT RESULT FROM OR ARE RELATED TO THE AGREEMENT, THE PREMIUM SUPPLIER PROGRAM OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN ANY EVENT, EXCEPT FOR AMOUNTS OWED TO JAGGAER BY SUPPLIER AS SET FORTH IN AN ORDER FORM, THE AGREEMENT OR ANOTHER DOCUMENT, THE AGGREGATE LIABILITY OF EITHER PARTY RELATED TO OR ARISING OUT OF THE AGREEMENT, THE PREMIUM SUPPLIER PROGRAM OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNTS RECEIVED BY JAGGAER FROM SUPPLIER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES.
  6. CONFIDENTIALITY.
    1. Obligations. During the term of the Agreement and for a period of three (3) years after the date of termination or expiration of the Agreement, each party: (i) shall treat as confidential all Confidential Information (as defined below) provided by the other party, including third party data; (ii) shall not use such Confidential Information except as expressly permitted under the terms of the Agreement or otherwise previously authorized in writing by the disclosing party; (iii) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, reverse engineering, disassembly, decompiling, misuse or removal of such Confidential Information; and (iv) 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 to prevent the disclosure of the other party’s Confidential Information as it uses to prevent the disclosure of its own Confidential Information, and shall in any event use no less than a reasonable degree of care. “Confidential Information” shall mean all confidential information of a party, whether written or oral, and whether in paper or electronic format, disclosed to a receiving party that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the receiving party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.
    2. Exceptions. Notwithstanding the above, the receiving party’s nondisclosure obligations shall not apply to information that: (i) was generally available to the public at the time it was disclosed, or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party at the time of disclosure as shown by written records in existence at the time of disclosure; (iii) was developed independently by the receiving party prior to the disclosure, as shown by written records in existence prior to the disclosure; (iv) is disclosed with the prior written approval of the disclosing party; (v) becomes known to the receiving party from a source other than the disclosing party without breach of the Agreement by the receiving party and in a manner which is otherwise not in violation of the disclosing party’s rights; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party shall provide reasonable advance notice to enable the disclosing party to seek a protective order.
  7. GENERAL PROVISIONS.
    1. Use of Marks. During the term of the Agreement, subject to any guidelines provided by a party with respect to use of such party’s name and logo, each of JAGGAER and Supplier may use each other’s name and logo in connection with the Platinum Supplier Program and Supplier may additionally designate itself as a JAGGAER Platinum Supplier. Any other use of each party’s Marks (as defined below), is subject to the written consent and guidelines of the other party. The Marks are and shall remain the respective, exclusive property of each party and this Agreement gives a party no rights to the other party’s Marks except for a limited license as permitted in this Section and in any guidelines. “Marks” shall mean any and all trademarks, service marks, trade names, insignias or logos that are owned or exclusively licensed by JAGGAER or Supplier.
    2. Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without application of North Carolina conflicts of laws principles.
    3. Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, it shall be deemed omitted and the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
    4. Waiver. The waiver by either party of a breach of any provision of the Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
    5. Assignment. The Agreement shall be binding upon the parties’ respective successors and permitted assigns. Neither party shall assign the Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the above, either party may assign or transfer the Agreement upon a change of control or pursuant to a sale of all or substantially all the stock or assets of the assigning party.
    6. Independent Contractors. The parties to the Agreement are independent contractors. There is no relationship or partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
    7. Notices. Unless otherwise stated in the Agreement, any notices required to be given under the terms of the Agreement, shall be in writing and either delivered personally, delivered by a nationally or internationally recognized overnight courier service or sent by registered or certified mail. Notices to JAGGAER shall be addressed to: JAGGAER, Inc., 3020 Carrington Mill Blvd., Suite 100, Morrisville, NC 27560, Attention: General Counsel. Billing-related notices to Supplier shall be addressed to the billing contact designated by Supplier in the Purchase Document, and legal notices to Supplier shall be addressed to Supplier’s signatory of this Agreement. Notices shall be deemed to have been received: (i) on the day given if delivered by hand (securing a receipt evidencing such delivery); (ii) on the second day after notice is sent, if sent by an overnight courier service; or (iii) on the fifth day after notice was mailed, if sent by registered or certified mail.
    8. Survival. All provisions of the Agreement relating to proprietary rights, payment of fees accrued, confidentiality and non-disclosure, indemnification and limitation of liability shall survive the completion of the Services or any termination of the Agreement.
    9. Electronic Signature, Facsimile, Email Transmission; Counterparts. The Agreement (including any Purchase Document) may be executed and delivered by electronic signature, facsimile or email and each full reproduction, including reproductions by photocopy or scan, shall be deemed an original. Receipt of any such reproduction by facsimile or email transmission shall be deemed delivery of an original.
    10. Force Majeure. Neither party will be liable to the other for any failure to meet its obligations under the Agreement where such failure is caused by events beyond its reasonable control such as failure of communications networks, inability to timely obtain instructions or information from the other party, governmental action, fire, storms, floods or other acts of God, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.
    11. Subsequent Modifications. No amendment, alteration or modification of the Agreement shall be effective or binding unless it is set forth in a writing signed by duly authorized representatives of both parties.
    12. Entire Agreement. The Agreement, including these Terms and Conditions and the Order Form, constitutes the entire agreement between the parties in connection with the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, notwithstanding any different or additional terms that may be contained in the form of a purchase order or other document used by Supplier to place orders or otherwise effect transactions under this Agreement. No purchase order submitted by Supplier, even if accepted by JAGGAER, shall be deemed to modify any of the terms of this Agreement unless JAGGAER has stated its intent to do so in writing. No modification or amendment to the Agreement, including any Purchase Document, shall be binding upon the parties except to the extent set forth in writing and signed by duly authorized representatives of JAGGAER and Supplier. In the event of any inconsistency between the Terms and Conditions of the Agreement and a Purchase Document, now or hereafter appended hereto, the terms of the Purchase Document shall govern.