Last revised: May 17, 2019
Thank you for using the tealbook ® web-based services offered through our website (the “Site”). Our website provides an online business-to-business (“B2B”) resource for facilitating client-supplier relationships, such as enabling clients to search, interact with, and manage their suppliers and allowing suppliers to access new clients and share their company news and information (the “Services”). This Site is owned by, and the Services are provided by, Tealbook, Inc. (“we” or “us”). References to “you” or “your” shall be references to both you personally and the company you represent.
Unless you have a written agreement with us, your use of this Site and the Services is governed by the following terms:
- AGREEMENT BY YOU
In addition, by creating a tealbook® account on this Site, you become a registered “Member”, and:
- If you open a tealbook® Supplier account, then you also agree to the Supplier Terms; OR
- If you open a tealbook® Client account, then you also agree to the Client Terms
- “Client” – an organization having a tealbook ® account for managing one or more of its Suppliers and issuing RFIs. A Client may have one or more of its personnel as registered Users under its account
- “Client User” – any Client personnel who access and use the Site on behalf of and for the benefit of Client, under a Client Member account.
- “Member” – an entity that registers with the Site by establishing an account on the Site.
- “Presentation” – a presentation, slide deck, or pitch from a prospective Supplier in response to a RFI from a Client provided via the site.
- “RFI” – means a request for proposal in tealbook, sometimes referred to as a VET. A RFI allows Clients to receive recommendations for Suppliers that meet their requirements, and to extend invitations to Suppliers regarding supply opportunities
“Supplier” – an organization having a tealbook ® account that offers its goods and/or services to Clients through the site.
- “Supplier User” – any Supplier personnel who has registered with the site under a Supplier Member account.
- tealboard™ – a page or pages within the site that organizes all social media feeds from Suppliers and provides search functionality for Client users to find Suppliers based on an interest, filter, Supplier name, or other criteria.
- Tag” – is a recommendation made by a Client for a Supplier.
- “Site” – is the tealbook® website.
- “VET” – means a tealbook® Validation Expertise Tool, that allows Clients to receive recommendations for Suppliers that meet their requirements, and to extend invitations to Suppliers regarding supply opportunities
- “User” – is an individual accessing the Site through a Member account.
- ACCESS TO THIS SITE
To register for a Supplier account, you must represent a business entity in good standing, possessing all licenses, permits, registrations, certifications, rights, insurances, etc., legally required for you to offer and sell your goods and/or services, and you agree to maintain same for so long as you are a Supplier. You must also ensure that all Supplier Users are individuals at least 18 years of age and employed by, or acting under, your authority as a business entity. Each Supplier is responsible for ensuring that any Supplier User who is no longer eligible to have access to its Supplier account (e.g., because he or she no longer works for, or is authorized by the Supplier) is denied such access, by having the Supplier’s user administrator delete that person’s account or otherwise change administrative settings within the Supplier account. The first person to register a Supplier account will be designated as the Supplier’s user administrator, and that person may thereafter assign that role to another Supplier User.
To register for a Client account, you must represent a business entity in good standing, possessing all licenses, permits, registrations, certifications, rights, insurances, etc., legally required for you to purchase goods and/or services from Suppliers, and you agree to maintain same for so long as you are a Member. You must also ensure that all Client Users are individuals at least 18 years of age and employed by, or acting under, your authority as a business entity. Each Client is responsible for ensuring that any Client User who is no longer eligible to have access to its Client account (e.g., because he or she no longer works for or is authorized by you) is denied such access, by having your user administrator delete that person’s account or otherwise change administrative settings within your account. The first person to register a Client account will be designated as the user administrator, and that person may thereafter assign that role to another Client User.
Account registration requires you to provide certain information. It is a condition of your use of this Site and the Services that all the information you provide as part of registration and otherwise in connection with your tealbook® account will be correct, current, and complete to the best of your knowledge. If we believe the information you provide is not correct, current, or complete, we have the right to refuse you access to this Site or any of its resources, to correct or remove your information, to suspend your access to the Services or registration as a Client (or Supplier) at any time until such information is corrected.
You may only use this Site for legitimate and legal business purposes, i.e., as a platform for connecting registered Suppliers and Clients and for activities related thereto. This Site is not a personal or public social networking website or platform and is not intended for such personal, non-business uses, and you should not provide personal, non-business information to the Site.
- INTELLECTUAL PROPERTY (“IP”) RIGHTS.
- Content IP. Users may share, receive, or encounter information or material provided by other Users or us (“Content”). All Content is subject to the Content Restrictions, found below. As between each User, other Members, and us, we each retain all of our respective right, title, and interest in and to our own Content; use of the Services shall not be construed as a transfer of rights from one party to another in, or to the Content. Except for your internal business purposes, any Content that you receive or encounter through authorized use of the Services may not be copied, distributed, republished, uploaded, posted, used, or transmitted in any other way without the prior written consent of the respective Content owner. Except as expressly permitted herein, use of Content of another Member, other Users, or from us is restricted.
Some Content provided by Users may include information about identifiable individuals and may be considered “Personal Information” under applicable privacy laws. All such personal information is subject to our Privacy Statement, which may be found on the Site. You understand that all Content is accessible to other Members, and therefore, you hereby acknowledge and agree that you have no expectation of privacy on the Site.
- Your Grant to Us. You hereby grant to us a limited, non-exclusive, royalty-free, paid-up, worldwide, and non-transferable license to use, store, copy, distribute, process, display, publish, translate, and make derivative works from Content (or portions thereof) provided by you or your Users, for the sole purpose of enabling us to provide the Services to you.
- RFI (VET) IP. Client Members may us the Site to run RFIs, sometimes referred to as VETs. Suppliers that do not have a conflict of interest may respond by accepting or declining each RFI. Suppliers who accept have a certain number of days to provide their business case through tealbook® in response and/or an attached Presentation. RFIs and their associated responses which could be Presentations, are copyrighted to tealbook.
This Site may be hyperlinked to other websites which are not maintained by or related to us. Hyperlinks to such websites are provided as a convenience to Users and are not sponsored by or affiliated with this Site or us. We have not reviewed any or all of such websites and are not responsible for the content of those websites. Hyperlinks are to be accessed at the User’s own risk, and we make no representations or warranties about the content, completeness, security, safety, or accuracy of these hyperlinks or the websites hyperlinked to this Site. Further, the inclusion of any hyperlink to a third-party website does not necessarily imply endorsement by us of that website. Notwithstanding the foregoing, a Subscribed Supplier is encouraged to provide links to its social media accounts on its tealboard™ page.
You acknowledge and agree that we cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing protections for the accuracy of data input and output, and for maintaining a means external to this Site for the reconstruction of any lost data. We do not assume any responsibility or risk for your use of the Services.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SITE, ALL CONTENT, AND THE SERVICES ARE PROVIDED ‘‘AS IS’’ AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, WE DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE; THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ANY AND ALL NECESSARY SERVICING, REPAIR, OR CORRECTION TO YOUR SYSTEMS, EQUIPMENT, COMPUTERS, AND COMPUTER PROGRAMS IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SERVICES, EXCEPT TO THE EXTENT SUCH LOSS OR DAMAGE RESULTS FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WE MAKE NO WARRANTIES THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS THEREIN.
All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and we do not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.
- LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE, OPPORTUNITY OR INCOME, LOSS OF DATA, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (direct, actual, indirect, and consequential) of every kind and nature, known and unknown, arising out of or in any way from disputes between you and other Member(s) and/or User(s). In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release.
- CONTENT RESTRICTIONS
You may not post, send, submit, publish, or transmit in connection with this site any material that:
- you do not have the right to post, including proprietary material of any third party;
- advocates illegal activity or discusses an intent to commit an illegal act;
- is vulgar, obscene, pornographic, or indecent;
- does not pertain directly to this site;
- threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening, or offensive;
- seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise;
- infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trade-marks or their rights of publicity;
- violates any law or may be considered to violate any law;
- impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
- advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
- solicits funds, advertisers, or sponsors;
- includes programs that contain viruses, worms, and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications;
- disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type or otherwise act in a way which affects the ability of other people to engage in real-time activities via this site;
- amounts to a ‘‘pyramid’’ or similar scheme;
- disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or
- contains hyperlinks to other sites that contain content that falls within the descriptions set forth above.
In addition, you are responsible to ensure that the communications that you initiate using this Site comply with all laws applicable to you, including with respect to the authority to send such communications to the recipients of such communications, any content requirements for such communications, and any requests by recipients to no longer receive such communications.
- INFRINGEMENT CLAIMS
- by mail at tealbook IP Agent, 38 Camden Street, Suite 100, Toronto, ON M5V 1V1; or
- by email, email@example.com
We investigate notices of alleged infringement and take appropriate actions under applicable law.
Your notice of claimed infringement must include: (a) physical or electronic signature of the copyright owner of authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and that is to be removed from the site, as well as information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the copyright owner, such as an address, telephone number, and, if available, an electronic mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and lawyers’ fees.
- Compliance with Laws. You are responsible for compliance with all applicable domestic and international laws, statutes, ordinances and regulations relating to its performance hereunder, including applicable laws protecting communications with and to other Members. We represent and warrant that we will comply, in all material respects, with all federal and state laws, regulations, and orders applicable to our operations and the provision of Services hereunder, including, without limitation laws and regulations that may be applicable to the use and handling of Content.
- Use of Name, Trademark, and Logo. All of our and any Member-provided trade names, trademarks, service marks, logos, and any other proprietary notice and/or legend (collectively “Marks”) are and shall remain the property of the party providing such Marks. Absent the prior written consent of the providing party, you agreed that you shall not remove, alter, or use the Marks of any other party in promotional materials, publicity releases, advertising, or any other similar publications or communications. tealbook® and tealboard™ are trademarks of Tealbook, Inc.
- Currency. All currency values listed or referenced in this Site and all payments in connection herewith, shall be in US Dollars, unless otherwise agreed.
- SUPPLIER TERMS
For a Member to be a Supplier, the Member must establish a Supplier account and profile through the tealbook® Site, with the intention of being considered as a source of goods and/or services for one or more Clients. The following terms apply to all Supplier Members:
Suppliers do not have to pay to have a profile, enrich it, be connected to buyers, respond to opportunities and access basic content. Suppliers can upgrade their subscription to expand insights including aggregated analytics that may help them position their company more competitively and allow them to monitor activities on their profile.
The following terms apply to all Supplier Members:
- There may only be one (1) tealbook® account per Supplier, although a Supplier can be linked to its parent company or network, if applicable.
- Multiple Supplier users from the same Supplier can open a tealbook® account under one Supplier profile, and have access to the Supplier profile, edit the profile, review VETs, update status and respond to VETs. The Supplier will designate one user as an administrator of the Supplier’s account for security purposes (and the person who registers the Supplier account will be the initial administrator, until that role is re-assigned).
- The Supplier’s profile must reflect the goods and/or services offered by the Supplier. The Supplier profile includes (among other information that may be designated as mandatory by us):
o brief description that describes the essence of the Supplier
o personalized logo and banner
o description and list of goods and/or services
o primary and secondary contact information
o years in business
o annual revenue
o number of employees
o description of target client
o information to differentiate the Supplier
o diversity status and self-certification form (if applicable)
o slide presentation
o case studies
o client recommendations
o anonymous Tags from professional members
- The Supplier profile can only be viewed by Client Members, and not by other Suppliers.
- The Supplier profile can be added to other Client Members’ tealbooks®
- Social media feeds can be posted in the Supplier profile, as well as in other Client Members that are connected to the Supplier’s tealboard™.
- Tealbook, Inc. reserves the right to update and amend the Supplier Terms at its discretion and without prior notice.
Each Supplier acknowledges and agrees that, should it wish to discontinue its tealbook® account, certain information about the Supplier may remain visible on the Site. In addition, the Supplier will have the option to designate its status (e.g., acquired, merged, changed name, closed, out of business, etc.).
- CLIENT TERMS
For a Member to be a Client, the Member must establish an account through the tealbook® Site, with the intention of storing, organizing their supplier connections, and/or seeking sources of goods and/or services from one or more suppliers.
The following terms apply to all Client Members:
- Client membership is a form of membership for a business entity.
- A Client can establish a Member account by subscribing.
- Users who work for the same Client can connect via the Corporate Membership account.
- There may only be one (1) tealbook® account per Client. You can create a master tealbook® account that connects your Users within tealbook®, including providing access to Suppliers and Tags from such Users’ tealbook® accounts. You must designate one User as an administrator of your account for security purposes. Your User administrator is responsible for managing all of your User accounts, including promptly de-activating Users who are no longer authorized or employed by you to access your Member account.
- You can upload your Suppliers from a master list.
- You can upload your historic spend with Suppliers.
- You can invite Suppliers (who are not Members) to become tealbook® Members and to be added to your tealbook® account.
- You can Tag Suppliers based on your own status designations (e.g., preferred, NDA, etc.).
You can save suppliers under customized lists.
- You can perform note tracking (e.g., date, note and author) on Suppliers.
- You can upload a document, an expiration date and notes to be shared with other internal buyers.
- You can rate and add preferences.
- You can request a reference from another buyer inside or outside of your enterprise account.
- You can store and track VETs and VET history.
- You can receive social media feeds from your Suppliers and sort and organize Suppliers based on interest, functions, types of goods or services sources, or according to other criteria.
38 Camden Street, Suite 100, Toronto, ON M5V 1V1
© 2019 Tealbook, Inc.