Last revised: December 06, 2016
Thank you for using the tealbook ® web-based services offered through this site (the “Services”). The Services provide 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. This site is owned by, and the Services are provided by, Tealbook, Inc. (the “Company”).
AGREEMENT BY YOU
In addition, by creating a tealbook ® account on this site, you become a registered “Member”.
- If you create a tealbook ® account as a Supplier, then you must also agree to the Supplier Terms.
- If you create a tealbook ® account as a Client, then you must also agree to the Client Terms.
- “Client” – an organization having a tealbook ® account for managing one or more of its Suppliers and issuing VETs. A Client may have one or more of its personnel as registered users under its Client account (all Client user and rights registration is the responsibility of the Client’s user administrator). Client users must
- “Client user” – any Client personnel who (i) work in a vendor management, purchasing or similar role; (ii) may, on behalf of the Client, seek sources of goods or services from others (i.e., Suppliers) through the site; and (iii) has registered with the site under a Client account.
- “Member” – an entity that registers with the site as a Client or a Supplier by establishing an account on the site.
- “Presentation” – a presentation, slide deck, or pitch from a prospective Supplier in response to a VET from a Client provided via the site.
- “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 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.
- “Subscribed Supplier” – a Supplier that has completed its tealbook ® profile and subscribed to or joined one or more “Client Communities (groups of Clients with similar supply needs and demand characteristics). A Subscribed supplier may also make its social media feeds visible on tealboard™ and its status visible to Clients searching for goods or services within the site so that it can be invited to respond to a VET and to submit VET responses.
- “VET” means a tealbook ® Validation Expertise Tool, a tool that allows Client users to receive instant recommendations for Suppliers that meet their requirements, to engage in Supplier discovery, identification, and validation, and to extend invitations to Suppliers regarding business opportunities. Suppliers that meet the requirements and do not have a conflict of interest can respond by accepting or declining each VET. If they accept, they have a defined number of days to upload their business case directly into tealbook ® in a 10 slide presentation format to be accessible by all participating Client users.
ACCESS TO THIS SITE
The site is only intended for access and use by users located within Canada and the United States. If you use this site in any other jurisdiction, we are not responsible for your compliance with the laws of that jurisdiction.
Access and use of our site may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems, or from the unavailability of the site for any reason.
ACCESS TO THE SERVICES
To use the Services, you must register as a Member by establishing a tealbook ® account.A Member can take the role of a Client or a Supplier.
A Member cannot register as both a Client and a Supplier, or create separate tealbook ® accounts as a Client and as a Supplier, without specific approval from the Company.
To register for a Supplier account, you must represent a business entity in good standing, possessing all licenses, permits, registrations, certifications, rights, or the like legally required for you to offer and sell your goods and/or services to Clients, 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 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 can 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, or the like 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 Client. 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 the Client) is denied such access, by having the Client’s user administrator delete that person’s account or otherwise change administrative settings within the Client account. The first person to register a Client account will be designated as the Client’s user administrator, and that person can 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. If the Company believes the information you provide is not correct, current, or complete, the Company has the right to refuse you access to this site or any of its resources, to remove your information, to terminate or suspend your access to the Services or registration as a Client or a Supplier at any time.
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 site or platform and is not intended for such personal, non-business uses – you should not provide personal, non-business information to the site.
CONTENT USE AND RIGHTS
During your use of the site and the Services, you may share, receive, or encounter information or material (“Content”) of another Member or the Company. As between you, other Members, and the Company, each retains all of its rights, title, and interest in and to its own Content; use of the site and/or Services shall not be construed as a transfer of rights from one party to another in or to its Content.
You hereby grant to the Company a non-exclusive, royalty-free, paid-up, worldwide, and transferable license to use, store, copy, distribute, process, display, publish, translate, and make derivative works from any Content you upload via the Services, insofar as doing so is necessary to provide the Services, and as otherwise reasonably necessary to enable the Company to develop and promote the Services or this site, without incurring any liability for royalties or any other consideration of any kind, and without exposing confidential information of a Member to another party.
In accordance with the Services, Clients will invite one or more Suppliers to respond to a VET and Suppliers will, at their option, respond with a Presentation. VET content of a Client and VET Presentations or other VET responsive information from a Supplier, will be considered as confidential information of the disclosing party, and treated as such by the receiving party or parties.
Except as needed for your internal business purposes and in conjunction with properly using the site and Services, any Content you receive or encounter from the Company or another Member through your use of the site or the Services may not be copied, distributed, republished, uploaded, posted, used, or transmitted in any way without the prior written consent of the Content’s owner. To the extent your use is permitted, you may not remove or alter, or cause to be removed or altered, any copyright, trade-mark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content.
Although this site is intended for business to business interaction, some information about identifiable individuals that used in connection with the Services may be considered to be ‘personal information’ under applicable privacy law. All such personal information that we may collect via the site and Services is subject to our Privacy Statement. You agree to, and agree to comply with, our Privacy Statement.
You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in our site. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of our site.
This site may be hyperlinked to other sites which are not maintained by, or related to, the Company. Hyperlinks to such sites are provided as a convenience to users and are not sponsored by or affiliated with this site or the Company. The Company has not reviewed any or all of such sites and is not responsible for the content of those sites. Hyperlinks are to be accessed at the user’s own risk, and the Company makes no representations or warranties about the content, completeness, security, safety, or accuracy of these hyperlinks or the sites hyperlinked to this site. Further, the inclusion of any hyperlink to a third-party site does not necessarily imply endorsement by Company of that site.
Notwithstanding the foregoing, using the site and Services, a Subscribed Supplier can, and is encouraged to, provide links to its social media accounts on its tealboard™ page.
You understand that the Company cannot and does 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 sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data. The Company does not assume any responsibility or risk for your use of the Internet or this site.
YOUR USE OF THIS SITE AND SERVICES IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND THE SERVICES IS PROVIDED ‘‘AS IS’’ AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE; THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THE COMPANY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME; AND YOU, AND NOT THE COMPANY, ASSUME THE ENTIRE COST OF 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 THIS SITE, ITS CONTENT, OR THE SERVICES. THE COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
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 the Company does 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 LESSER OF $100 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.
If you have a dispute with one or more other Members, you release the Company (and its affiliates and subsidiaries, and the Company’s and their respective officers, directors, employees, and agents) from claims, demands, and damages (direct actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 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.
Trade-marks, service marks, and logos appearing in this site are the property of the Company or the party that provided the trade-marks, service marks, and logos to the Company or site. The Company and any party that provided trade-marks, service marks, and logos to the Company retain all rights with respect to any of their respective trade-marks, service marks, and logos appearing in this site.
tealbook ® and tealboard™ are trade-marks of Tealbook, Inc.
INFORMATION YOU PROVIDE
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.
- by mail at tealbook IP Agent, 38 Camden Street, Suite 100, Toronto, ON M5V 1V1; or
- by email, firstname.lastname@example.org
The Company investigates notices of alleged infringement and takes 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.
You acknowledge that you are solely responsible for maintaining the confidentiality of your tealbook ® account password, and that you (and not the Company) will be responsible for any loss resulting from any unauthorized use of your tealbook ® account or access to your content. You agree to immediately notify the Company of any actual or suspected unauthorized use of your tealbook ® account.
Any passwords used for this site are for individual use only.
You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of the security of the site or Services, the Company reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents.
All currency values listed or referenced in this site are US dollars, unless otherwise stated.
If a dispute arises between you and the Company, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and the Company agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Applicable Law and Forum for Disputes
This Agreement and any dispute or claim you have against the Company shall be governed in all respects by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree that any claim or dispute you may have against the Company must be resolved by a court located in Toronto, Ontario, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within the Province of Ontario for the purpose of litigating all such claims or disputes.
Option for Arbitration
For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $15,000 (US), the party requesting relief may elect to resolve the dispute through binding arbitration. In the event that a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Except as otherwise specified, any notices hereunder shall be in writing and submitted via email to email@example.com (with receipt confirmation), provided that such message is then followed by mailed confirmation to: Attention: Legal Counsel, TEALBOOK INC., 38 Camden Street, Suite 100, Toronto, ON M5V 1V1
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.
There are presently two types of Supplier memberships:
A. Supplier (Basic Membership)
- There will be one 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 a 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 by that person).
- 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 the Company):
- 10 words that describe the essence of the Supplier company
- personalized logo and banner
- description of goods and/or services
- primary and secondary contact information
- years in business
- annual revenue
- number of employees
- goods and/or services list
- description of ideal client
- information to differentiate the supplier
- diversity status and self-certification form (if applicable)
- 10 slide presentation
- case studies
- client recommendations
- anonymous tags from professional members
- The Supplier profile can only be viewed by other Client Members, not by other Suppliers.
- The Supplier profile can be added to another Client Member’s tealbook ®
- 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™.
- No fees are required for the above Supplier membership
B. Subscribed Supplier
Same as a Basic Membership plus:
- The Supplier subscribed status becomes visible to Clients searching for supplier recommendations.
- The Supplier can be invited to respond to a VET.
- The Supplier can view a VET
- The Supplier can accept or decline to respond to a VET.
- The Supplier can upload a response via a 10 slide personalized presentation (Presentation).
- The Supplier’s social media feeds will be visible in tealboard™.
- The Supplier pays applicable Subscription Fees (see below).
C. Subscription Fees for Subscribed Supplier Account
A Subscribed Supplier must pay a community subscription fee to gain access to tealbook ® Clients and composite industry communities (e.g. the pre-commercial biotech bundle). Community subscription fees can either be paid monthly for a 12-month term or in a single lump sum payment covering the 12-month period up front. Community specific details are available upon logging into tealbook®. This provides access to the VET and the ability to respond to opportunities made available by Clients. All fees are nonrefundable.
Tealbook, Inc. reserves the right to update and amend the Supplier Terms at its discretion and without prior notice.
The Supplier acknowledges and agrees that, should it wish to discontinue its tealbook ® account, certain information about the Supplier will remain visible to other users. In addition, the Supplier will have the option to include a flag on its profile to designate its status (e.g., acquired, merged, changed name, closed, out of business, etc.).
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.
A. Client Membership:
- The Client membership is a form of membership for a business entity.
- A Client can establish a Corporate Membership account with the payment of a Corporate Membership fee or as otherwise agreed by the Company (e.g., commitment of equivalent value).
- Clients (individual professionals) who work for the same Client can connect via the Corporate Membership account.
- There will be one tealbook ® account per Client. The Client can create a master tealbook ® account that connects its professionals (Client users) within tealbook ®, including providing access to Suppliers and tags from such Client users’ tealbook ® accounts. The Client will designate one user as an administrator of the Client’s account for security purposes.
- The Client can upload all suppliers from its master supplier list upon
- The Client can invite suppliers (who are not Members) to become tealbook ® Members and to be added to the Client’s tealbook ® account
- The Client can tag Suppliers based on its own status designations (e.g., preferred, NDA, etc.).
- The Client can perform note tracking (e.g., date, note and author) on Suppliers.
- The Client can store and track VETs and VET history.
- The Client can receive social media feeds from its Suppliers and can 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
© 2017 Tealbook, Inc.