Terms Of Use

1. BINDING AGREEMENT

1.1 PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

1.2 Provalenz, Ltd., incorporated in the Republic of Ireland and its affiliates (“Provalenz”, “we”, “our”) provides software and related services that enable organizations to find the best service provider to deliver their desired results at the right cost. We provide services through websites that use the top-level domain names www.provalenz.com, www.myprovalenz.com, www.rfptools.com, www.qbsplus.com, and sub-domains under these top level domains (each a “Site”, collectively the “Sites”).

1.3 By using or attempting to use a Site you agree to be legally bound and to abide by the Terms of Use set out below, as they may be amended from time to time (the “Terms of Use”). “Using” includes without limitation visiting, browsing, clicking on links within, and accessing information, content, functionality and/or services offered via, any Site, whether as a guest or a registered user.

1.4 We reserve the right to amend these Terms of Use at any time. You are expected to check the Sites from time to time to take notice of any changes, as they are binding on you. Your continued use of a Site constitutes acceptance of the amended terms.

1.5 If you do not agree with these Terms of Use (as amended from time to time) or are dissatisfied with a Site or any other terms, conditions, rules, policies, guidelines, or or our practices, your sole and exclusive remedy is to discontinue using the Sites and you should do so immediately.

1.6 If you have any questions about these Terms of Use, you can email us at hello@provalenz.com.

2. DEFINED TERMS

2.1 “Affiliate” means in relation to any party, any person or entity to any degree owning, owned by or under common ownership with, such party or any person or entity effectively controlling, controlled by or under common control with, such party.

2.2 “Authorized User” means a person who is properly granted Credentials and authorized under a License Agreement to access and use any Site.

2.3 “Content” means text, graphics, logos, images, audio, video, software (including the underlying source code of a Site), features, services, and other materials, including any compilation, collection or arrangement thereof, forming part of a Site or any service provided through a Site.

2.4 “Credentials” means a user identification and password that may be updated from time to time.

2.5 “License Agreement” means a written agreement between Provalenz and a third party containing the terms and conditions under which such third party may access and use any Site.

2.6 ‘Personally Identifiable Information” means information that can personally identify any individual, including but not limited to any individual’s name or social security number, and/or any information deemed to be personally-identifiable information under applicable federal and state laws,

2.7 “Privacy Policy” means the privacy policy that can be accessed at https://platform.provalenz.com/privacy-policy, as such may be amended from time to time by Bdellium, at its sole discretion.

2.8 “Provalenz” means Provalenz, Ltd., a company incorporated in the Republic of Ireland and its Affiliates.

2.9 “Provalenz Parties” means Provalenz, its partners, licensors, merchants, information providers and others involved in the delivery or any Site or Content, and their respective shareholders, directors, officers, managers, members, employees, contractors and agents.

2.10 “Registration Data” means information provided by an Authorized User upon creation of a user account through which such Authorized User can access and use a Site, including but not limited to the person’s full name, company name and contact information.

2.11 “Site” means any website provided by Provalenz, including but not limited to those using the top-level domain names www.provalenz.com, www.myprovalenz.com, www.rfptools.com, or www.qbsplus.com, and using sub-domains under these top level domains.

3. CONTENT

3.1 Provalenz reserves the right at any time and without notice to change, amend, or cease providing Content. We may also make improvements and/or changes to any products, programs, features or services provided on a Site at any time without notice.

3.2 Content has been obtained from sources believed to be reliable, but its timeliness, accuracy and completeness are not guaranteed. We are under no obligation to update or otherwise change Content. You must not rely on Content and you acknowledge and agree that you must take appropriate steps to verify Content before acting upon it. You acknowledge and agree that neither Provalenz nor any independent third-party Content providers shall have any liability, contingent or otherwise, for the accuracy, completeness, timeliness, or correct sequencing of Content, or for any decision or action you take or do not take as a result of accessing or using any portion of a Site or in reliance on any Content.

4. ACCESS AND USE

4.1 You are authorized to access Sites and use Content for your personal or internal business purposes only. Any unauthorized access to or use of a Site or Content constitutes a breach of these Terms of Use and might also violate United States and international laws regarding copyrights, trademarks, trade secrets, and other proprietary rights. We reserve the right to monitor and track your visits to each Site and your access and use of Content.

4.2 You may not access, use, copy, modify, create derivative works of, publicly display or perform, republish, store, transmit, distribute, sell, resell or exploit for commercial purposes any portion of a Site or Content without the prior written consent of Provalenz. You agree not to modify or use any Content in any way that is contrary to applicable laws, detrimental to any of the Provalenz Parties or that might reasonably be considered false or misleading. You also agree not to alter or remove any copyright or other proprietary notices, trademark legend, author attribution or other notice placed on or contained in Content. You agree not to damage, interfere with or disrupt access to any Site or do anything which may interrupt or impair its functionality.

4.3 Provalenz reserves the right to withdraw access to any Site or Content and amend any service we provide on a Site without notice. Without limiting the foregoing, If you breach or have threatened to breach any of these Terms of Use or are suspected of any breach, Provalenz may terminate your rights of access to a Site immediately, without notice, liability or further obligation to you. Provalenz will not be liable if for any reason any portion of a Site or Content is unavailable at any time or for any period.

4.4 Provalenz makes no representation that a Site or Content is appropriate for use in your location and accessing a Site or Content from a location where such action is illegal is prohibited. You acknowledge and agree that you are solely responsible for complying with all applicable laws and regulations and for obtaining appropriate regulatory and other approvals related to your access and use of any Site or Content.

5. AUTHORIZED USER

5.1 By accessing or using any non-public portion of a Site or Content, you represent and warrant that you are an Authorized User, which means that you have been personally assigned Credentials and been granted access to a Site by a third party that is subject to a current and effective License Agreement with Provalenz. All provisions of the License Agreement are incorporated herein, and in the event of any conflict between these Terms of Use and the License Agreement, the terms of the License Agreement will prevail. You understand and agree that a Site can only be used as contemplated and allowed by the License Agreement and these Terms of Use. Capitalized terms used and not defined herein shall have the meanings given in the License Agreement.

5.2 As an Authorized User, you may be asked to create or maintain a user account. In connection with creating a user account, you must provide certain Registration Data. By creating a user account you agree: (a) that the Registration Data you provide shall be true, accurate, current and complete at the time you provide it; (b) to maintain and update such Registration Data to keep it true, accurate, current and complete; (c) that Provalenz may contact you and require you to confirm some or all of your Registration Data as a condition of using a Site; and (d) that your Registration Data is governed by the Provalenz Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

5.3 Provalenz reserves the right to terminate your use of a Site and to refuse to provide you with any and all current or future use of services if Provalenz determines, or is of the opinion, in its sole discretion that (i) any of your Registration Data is, or, appears to be, untrue, inaccurate, not current or incomplete; (ii) someone other than you is attempting to access a Site through your user account or Credentials or (iii) for any violation of these Terms of Use. We further reserves the right to send you electronic mail or other communication for the purpose of informing you about changes or additions to your user account or a Site.

5.4 Nobody except an Authorized User may access or use any non-public portion of a Site or Content. It is your personal obligation to keep your Credentials confidential and secure and you are responsible for all activities, charges and/or liabilities that occur from or are based upon your user account, whether or not such activities, charges and/or liabilities are authorized by you. You must not share your Credentials with anybody else or permit anyone to access any portion of a Site or Content using your Credentials. You must immediately notify Provalenz if you have any reason to believe that the security or confidentiality of your Credentials has been compromised or that some other breach of your user account security has occurred or is threatened.

5.5 Provalenz shall not be liable for any loss or damage arising from your failure to comply with these Terms of Use.

6. USER CONDUCT

6.1 Any content and/or opinions uploaded, expressed or submitted to a message board, chat room, newsgroup or similar communications service that may be available to you on or through a Site and all articles and responses to questions, are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of Provalenz. You understand and acknowledge that you are responsible for whatever content you submit, and you, not Provalenz, have full responsibility for such content, including its legality, reliability and appropriateness.

6.2 By uploading or otherwise transmitting material to any area of a Site, you warrant that the material is your own, is in the public domain, and is otherwise free of proprietary or other restrictions and that you have the right to use it, including by posting it to a Site. You grant to Provalenz and its licensees an irrevocable, perpetual, non-exclusive, transferable, royalty-free, and worldwide license (with the right to sublicense) to use all such content you upload or otherwise transmit to a Site in any manner Provalenz chooses, including but not limited to copying, displaying or performing, or publishing it in any format whatsoever, and modifying it, incorporating it into other material or making a derivative work based on it.

6.3 Provalenz reserves the right, but does not assume any responsibility, to remove from a Site any material posted by you, which Provalenz, in its sole discretion, deems inconsistent with the foregoing commitments, including any material Provalenz has been notified, or has reason to believe, constitutes a copyright or other intellectual property right infringement. However, Provalenz can neither review all material prior to transmission on a Site nor ensure prompt action with respect to objectionable material after it is transmitted on a Site. Accordingly, Provalenz shall not have any liability for any action or inaction regarding transmissions, communications or other content that is provided by third parties.

7. PROHIBITED USES

7.1 You agree not to use a Site or Content for any purpose that is prohibited by the Terms of Use or is otherwise illegal or harmful to others.

7.2 You are not authorized to use a Site or Content or any linked website in any manner that could damage, disable, overburden, or impair a Site (or the network(s) connected to a Site) or interfere with any other party’s use and enjoyment of a Site or Content.

7.3 Specifically you agree not to do any of the following: (a) upload to, or transmit on a Site any threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, indecent, obscene, excessively violent or otherwise objectionable material, or any material that is, or may be, protected by copyright or trademark protections, without permission from the copyright or trademark owner; (b) use a Site to violate the legal rights of others including, without limitation, their rights of publicity and privacy; (c) intercept or attempt to intercept electronic mail not intended for your receipt; (d) misrepresent an affiliation with any person or organization; (e) restrict or inhibit other users’ use of a Site; (f) upload or otherwise transmit files or other materials that contain a virus or otherwise corrupted data; (g) download a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over a Site or that you have a contractual obligation to keep confidential (notwithstanding its availability on a Site); (h) you will not harvest or collect information about users of any Site or Provalenz service or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications; or (i) use a Site for any other unlawful purpose, including encouraging conduct that constitutes a criminal offense or gives rise to a violation of any law.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 You acknowledge and agree that: (a) the Sites, Content and every part thereof, including, without limitation, any modifications, enhancements and updates thereto, and any originals and copies thereof, in whole or in part, and all worldwide intellectual property rights therein, arising under statutory or common law, and whether or not perfected, are exclusively owned by Provalenz and its Content providers; (b) Sites and Content incorporate intellectual property of Provalenz and are protected by United States and international copyright law, intellectual property law and international treaty provisions; and (c) you have no rights in or to any part of a Site or Content, other than the limited, revocable access and use rights explicitly granted under these Terms of Use.

8.2 The “Provalenz” logo is a registered trademark of Bdellium. The names, terms and/or marks “Your gateway to professional services”, “Powered By Collaboration”, and “STAR Quality Standards” and all related product and service names, designs and slogans are the trademarks or service marks of Provalenz. All other product and service marks on a Site are the trademarks of their respective owners.

8.3 Provalenz welcomes your comments. All comments, suggestions, or other information sent by you to a Site (other than postings to publicly available portions of a Site, such as message boards or chat rooms) for internal use by Provalenz or its business partners or in response to solicitations on a Site, will become the property of Provalenz and you agree that all intellectual property rights therein are transferred to Provalenz.

9. NOT AN INVESTMENT ADVISER OR FIDUCIARY

9.1 The Sites and all Content are provided for informational purposes only. You acknowledge and agree that (a) The Provalenz Parties are not acting as and are not affiliated with an investment manager, advisor, plan sponsor, fiduciary, broker dealer or consultant and are not engaged in providing investing, legal, accounting, fiduciary or related professional services; (b) Provalenz does not recommend any financial product; (c) nothing on a Site or in Content should be construed as an offer, nor the solicitation of an offer, by any of the Provalenz Parties to buy or sell securities; and (d) information which may be referred to on a Site or in Content from time to time may not be suitable for you or your clients and any action taken by you or any third party based on any Site or Content shall be at your sole judgment and own risk.

10. PRIVACY

10.1 Provalenz uses your personal information in accordance with our Privacy Policy , which is incorporated by reference into these Terms of Use.

11. DISCLAIMERS

11.1 EACH SITE AND CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE PROVALENZ PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.2 THE PROVALENZ PARTIES MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, OR AVAILABILITY OF ANY SITE OR CONTENT. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, THE PROVALENZ PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT (a) ANY SITE OR CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; (b) A SITE WILL PERFORM IN EVERY OPERATING ENVIRONMENT; (c) DEFECTS CAN OR WILL BE CORRECTED; (d) ANY SITE OR THE SERVERS USED TO MAKE A SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (e) ANY SITE OR CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS; OR (f) ANY SITE OR CONTENT COMPLIES WITH THE SECURITIES LAWS OF ANY JURISDICTION OR WITH THE REQUIREMENTS OF ANY OTHER REGULATORY BODY IN ANY JURISDICTION IN WHICH A SITE OR CONTENT IS ACCESSED OR USED.

12. LIMITATION OF LIABILITY

12.1 IN NO EVENT WILL ANY OF THE PROVALENZ PARTIES BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, A SITE OR ANY LINKED SITE, OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS, OR OTHER INACCURACIES IN A SITE OR CONTENT CONTAINED OR TRANSMITTED ON A SITE, WHETHER OR NOT THERE IS NEGLIGENCE BY ANY OF THE PROVALENZ PARTIES AND WHETHER OR NOT ANY OF THE PROVALENZ PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

12.2 Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the liability of the Provalenz Parties in such jurisdictions shall be limited to the extent permitted by law. If, notwithstanding the above, any of the Provalenz Parties is found liable for any loss or damage relating to the use of a Site or Content, you agree that the aggregate liability of the Provalenz Parties shall in no event exceed, in the aggregate for all claims, the fee or charge you have paid to Provalenz in connection with the transaction from which your claim arises.

12.3 YOU AND PROVALENZ EACH ACKNOWLEDGES THAT THE OTHER PARTY HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

13. GOVERNING LAW AND ARBITRATION

13.1 These Terms of Use shall be governed by and construed in accordance with the laws of the Republic of Ireland without regard to the conflicts of law rules of that jurisdiction. Each party consents to the exclusive jurisdiction of the Republic of Ireland in connection with all disputes arising under or in relation to these Terms of Uses and waives any objection to the propriety or convenience of venue in such courts. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THESE TERMS OF USE OR INVOLVING ANY SITE OR CONTENT.

13.2 Notwithstanding any provision to the contrary contained in these Terms of Use, you agree that any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Dublin, Ireland. The language of the arbitration shall be English. The arbitration award shall be in writing, state the reasons for the award, and be final and binding on you and Provalenz. You and Provalenz agree that the arbitrator shall be free to allow the prevailing party to recover all or any portion of its costs, disbursements, and reasonable attorney’s fees from the non-prevailing party following a final judgment. Judgment upon the award rendered may be entered in any Court of competent jurisdiction and shall be binding on you and Provalenz. Any claim or action in relation to this Agreement must be brought within twelve (12) calendar months of the claimed cause of action.

14. ENFORCEMENT

14.1 You agree that: (a) the restrictions set forth in these Terms of Use are reasonable in the circumstances and you waive all defenses to the strict enforcement thereof; (b) a violation of these Terms of Use (whether by an Authorized User or an unauthorized user) will result in immediate and irreparable harm and damage and (c) in the event of any violation by you of any provision of these Terms of Use, Provalenz shall be entitled to apply for equitable relief by way of temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper, without the obligation of posting more than a $500 bond.

14.2 You agree to indemnify and hold harmless the Provalenz Parties from and against any and all liabilities, expenses, damages, and costs, including reasonable attorney’s fees, resulting from any violation by you of these Terms of Use or otherwise arising out of your use of a Site or Content.

14.3 These Terms of Use, incorporating any License Agreement and the Provalenz Privacy Policy, as each may be amended from time to time, completely and exclusively state the agreement between you and Provalenz with respect to the Sites and Content, and no other terms that may have been communicated to you orally or in any other manner shall have any force or effect.

14.4 Our electronically or otherwise properly stored copy of these Terms of Use will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms of Use in connection with any action or proceeding arising out of or relating to these Terms of Use.

14.5 If any part of these Terms of Use is unenforceable, the unenforceable part shall be construed to reflect, as nearly as possible, the original intentions of the parties. The other provisions of these Terms of Use shall remain in full force and effect.

14.6 No failure or delay on the part of Provalenz to exercise any right under these Terms of Use, no matter how long, shall constitute a waiver of or impair any such right. Neither a course of dealing or conduct between you and Provalenz nor any trade practices shall be deemed to modify these Terms of Use.

14.7 Provalenz reserves the right to notify and provide law enforcement authorities with possible evidence of any use of a Site or Content for illegal purposes.

15. MISCELLANEOUS

15.1 Neither these Terms of Use nor your access to or use of any Site or Content creates a joint venture, partnership, employment, or agency relationship between you and Provalenz. You have no right or authority to assume or create any obligation or responsibility, expressed or implied, for or on behalf of or in the name of Provalenz, or to bind Provalenz in any way or manner whatsoever. There are no intended third party beneficiaries of these terms of Use and no law or regulation providing to the contrary shall apply.

15.2 Provalenz may assign its rights and duties under these Terms of Use at any time to any third party without notice. You may not assign, sub-license, or otherwise transfer any of your rights, duties or obligations under these Terms of Use without our prior written consent.

15.3 The headings of these Terms of Use are for convenience only and shall not limit or be used as an aid in construing the provisions