This End-User License Agreement ("Agreement") is a legal contract between you (the "Contractor") (either an individual or a single business entity) and ImageWork Technologies Corp (herein ImageWork or Licensor) for the use of the service portal, VendorConnect (the "Software") and, as applicable, associated media, printed materials, and "online" or electronic documentation (the "Software Application").
The service portal, VendorConnect, is an online portal developed to enable vendors who are registered to gain access to VendorConnect, to submit billing data that will be transmitted to the New York City Fire Department (herein FDNY) by ImageWork.
VendorConnect is solely an intermediary service between the Contractor and ImageWork to enable both parties to transact any dealings related to their business.
BY CLICKING THE "ACCEPT" ICON BELOW, OR BY OTHERWISE USING THE SOFTWARE APPLICATION VendorConnect, CONTRACTOR AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS BELOW. IF CONTRACTOR DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CONTRACTOR MAY CLICK THE "REJECT" ICON TO LEAVE THE VendorConnect SITE.
The terms of this Agreement apply to the use of the Software, including any revisions or new releases Licensor may provide in the future.
License Grant - Licensor hereby grants to the Contractor and the Contractor accepts a nonexclusive license to use the Software only as authorized in this Agreement.
Contractor agrees not to assign, sublicense, transfer, pledge, lease, rent, or share rights under this Agreement. Contractor agrees not to reverse assemble, reverse compile or otherwise translate the Software.
Any copies of the Software or any related user documentation shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Software or any portions thereof may be made by Contractor or any representative of the Contractor.
Your license to use VendorConnect terminates immediately in the following circumstances: (a) without notice, upon your material breach of or the termination of the FDNY purchase order or contract; or (b) without notice, upon your violation of the terms of this agreement. In the event of termination of your license, you must immediately cease all use of the VendorConnect Software, destroy all of your copies of the VendorConnect Software and remove all files and data relating to the VendorConnect Software that you have installed or copied on or to any physical devices or media.
License Fees - VendorConnect is provided without charge to those Contractors intending to submit invoices via VendorConnect for processing by FDNY. It is understood that FDNY is not a party to this Agreement.
Terms - By clicking on the "ACCEPT" icon below, the terms and conditions of this Agreement, in its current form or as may be modified by Licensor, shall be applicable each and every time the Contractor utilizes VendorConnect. The Contractor is under no obligation to use VendorConnect although the terms and conditions of this Agreement remain in effect for all prior uses of VendorConnect. Licensor may terminate this Agreement and discontinue VendorConnect at any time and for any reason.
No Warranties - The Software is provided "AS IS" without any representations or warranties as to functionality or quality whatsoever.
The Contractor is asked to report any error or malfunction in the Software to the Licensor. Although Licensor assumes no legal obligation with respect to the use of the Software, it is Licensor's intent that errors and malfunctions will be addressed through reasonable corrective efforts based on priorities and available resources Licensor may assign to such errors or malfunctions.
Please remember that any use of computers is subject to a likelihood of human and machine errors, omissions, delays and losses, including loss or corruption of data or media. The Contractor should adopt such measures as the Contractor deems proper to limit the impact of those problems, including backing up data and verifying the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data.
Enrollment - In order to enroll in VendorConnect, Contractor must have a current purchase order or contract with FDNY. Upon registration submission, VendorConnect will verify the Contractor's information with the FDNY purchase order/contract list and either approve or reject the Contractor.
Set up - Contractor shall be responsible for providing via VendorConnect all information necessary to successfully submit invoices and all applicable supporting documentation to FDNY, which may include but not limited to vendor invoices, shipping information, payroll reports, subcontractor invoices, subcontractor payment information, and other required information as mandated by FDNY.
Contractor Obligations - Contractor warrants and represents that all information provided by it through VendorConnect will be accurate, verifiable and properly documented. Contractor shall also comply with any additional, reasonable requirements imposed by Licensor from time to time.
Unique Username and Password - In order to access and use some services and content on VendorConnect, the Contractor will receive from Licensor a unique password(s) and account name(s). Contractor shall be solely responsible for maintaining the confidentiality of the password(s) and account name(s) and shall be fully responsible for all activities that occur under or result from the use of such password(s) and account name(s). Contractor agrees that it is solely responsible to (1) control the dissemination and use of such password(s) and account name(s); (2) authorize, monitor, and control access to and use of such account name(s) and password(s); and (3) promptly inform ImageWork of any need to deactivate Contractor's account(s) and/or password(s). Contractor herein grants ImageWork and all other persons or entities involved in the operation of VendorConnect the right to transmit, monitor, retrieve, store, and use Contractor's information in connection with the operation of VendorConnect. ImageWork shall not be liable for any loss or damage arising from Contractor's failure to comply with this section.
Secondary Accounts - Contractor will have the right to create up to ten (10) active secondary user accounts to manage their invoice filing. Contractor is responsible for any secondary accounts they create.
Relationship to other Agreements - If Contractor has executed another agreement with FDNY, the terms and conditions of that agreement controls in the event of a direct conflict between said agreement(s) and this one. However, to the extent that the terms and conditions of any other agreement are not in direct conflict with each other, this Agreement is binding relative to Contractor's use of VendorConnect.
Copyright - All title and copyrights in and to the Software Application (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Application), the accompanying media and printed materials, and any copies of the Software Product are owned by ImageWork. The Software Application is protected by copyright laws and international treaty provisions. Therefore, the Contractor must treat the Software Application like any other copyrighted material, subject to the provisions of this Agreement.
Submissions - With the exception of Contractor invoices and related supporting documentation, Contractor owned trademarks, copyrighted, or patented information, should the Contractor decide to transmit to VendorConnect's website by any means or by any media materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like ("Submissions"), the Contractor agrees such submissions are unrestricted and shall be deemed non-confidential. Contractor automatically grants ImageWork and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use the Submissions, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.
Assumption of Risk - Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The Contractor shall assume the entire risk of using the Software Application. IMAGEWORK DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS A CONTRACTOR MAY OBTAIN BY USING THE SOFTWARE OR RELATED FILES. IMAGEWORK SHALL NOT BE LIABLE FOR THE CORRECTNESS OR QUALITY OF THE DATA SUBMITTED TO THE VendorConnect WEBSITE AND THEN SUBSEQUENTLY TO FDNY. IMAGEWORK CANNOT WARRANT THAT THE INFORMATION SUBMITTED TO VendorConnect WILL BE PROCESSED OR EVEN ACKNOWLEDGED BY FDNY. IMAGEWORK MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE TIMEFRAMES INVOLVED FOR PROCESSING AND TRANSFERRING OF CONTRACTOR DATA SUBMITTED VIA VendorConnect TO FDNY.
IN NO EVENT WILL IMAGEWORK BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, EVEN IF A IMAGEWORK REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY CONTRACTOR, OR FOR ANY CLAIM BY ANY THIRD PARTY.
IMAGEWORK PROVIDES THE VendorConnect WEBSITE "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OR IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
Governing Law - This Agreement shall be construed and governed in accordance with the laws of the State of New York without regard to its conflict of law statutes.
No Waiver - The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any term or provision of this Agreement or the application thereof is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Entire Agreement - Except as set forth in Section 11 ("Relationship to Other Agreements"), this Agreement constitutes the entire agreement between Contractor and Licensor and governs Contractor's use of VendorConnect. LICENSOR MAY REVISE AND UPDATE THIS AGREEMENT AT ANY TIME AND YOUR CONTINUED USAGE OF VendorConnect WILL CONSTITUTE AN ACKNOWLEDGMENT AND ACCEPTANCE OF ANY SUCH MODIFICATIONS.
Indemnification - Contractor agrees to defend, indemnify, and hold Licensor, its officers, directors, employees, agents, licensors, and assigns harmless from and against any claims, actions, demands, liabilities and settlements, including without limitation, reasonable legal and accounting fees resulting from, or alleged to result from, Contractor's violation of this Agreement.
Statute of Limitations - Contractor agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Contractor's use of VendorConnect must be filed within one (1) year after such claim or cause of action arose. If such a claim or cause of action is not filed within said one (1) year time period, the claim or cause of action shall be forever barred.