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Terms of Use

Version 2.0, Effective Date 6/1/2016, Last Updated on 10/18/2023.

Please read these terms of use (the “Terms of Use”) carefully before you start to use our website (the “Website”). References to “you” in these Terms of Use refer to any online user of the Website who accesses the Website through accounts provided by the user’s employer, either through an account or through a “punchout” in their employer’s purchasing systems. The Website is operated by ZAGENO Inc. and its affiliates (the “Company” or “we”) to provide the services and resources available or enabled via the Website (the “Services”) by the Company to you. You should periodically visit this page to review all current terms, as we may modify them at any time.

Consent.

By accessing or using the Website, you agree that you have read, understand, and agree to be bound by these Terms of Use, as amended from time to time, as well as the Company Privacy Policy, which is hereby incorporated into the Terms of Use. You represent and warrant that you are over the age of majority in the country of your residence (e.g., 18 in the United States) and possess the legal right and authority to agree to these Terms of Use on your behalf. If you are accessing the Website on behalf of your employer, then these Terms of Use shall be binding upon you and your employer, and, in such event, you further represent and warrant that you possess the legal right and ability to agree to these Terms of Use on your behalf and on behalf of your employer.

Your use of the Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

Exclusion of Warranty

We have compiled the content of this Website carefully and in accordance with our current state of knowledge. The information presented on or through the Website is made available solely for general information purposes. We give no warranty, either expressly or tacitly, for the completeness or correctness of the details provided on this Website. Please be aware that the details we provide may no longer be up to date. Access to and use of this Website and of any associated sites or sites connected via links take place at your own risk.

We reserve the right to withdraw or amend this Website and any service or material we provide on the Website, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to users to some parts of or to the entire Website.

  1. Services provide users with an electronic engine to search for products (“Products”) from a variety of suppliers (Suppliers). The Company arranges for the shipping and delivery of the Products to the users based on the information provided through the users’ employer.
  2. Use of the Services and Website. The Website and the information and content available on the Website are protected by copyright laws throughout the world. Subject to the Terms of Use, the Company grants you a limited license to reproduce portions of the Website for the sole purpose of using the Services for your personal or internal business purposes. Any other use of the website must be specified by the Company in a separate license.
  3. Certain Restrictions. The rights granted to you in the Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website or any portion of the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other portion of the Website (including images, text, page layout or form) of the Company; (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Website except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access the Website in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Website. Any future release, update, or other addition to the Website shall be subject to the Terms of Use. The Company, its suppliers and service providers reserve all rights not granted in the Terms of Use. If you use the Website in any way that the license does not authorize, the Company will terminate your license.
  4. Third-Party Materials. As a part of the Website, you may have access to materials that are hosted by another party. You agree that it is impossible for the Company to monitor such materials and that you access these materials at your own risk.
  5. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Website.
  6. Trademarks. ZAGENO and other related graphics, logos, service marks and trade names used on or in connection with the Website are the trademarks of the Company and may not be used without Company’s prior written consent in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on the Website are the property of their respective owners.
  7. Third-Party Websites and Ads. The Website may contain links to third-party websites, applications, and advertisements for third parties (collectively, “Third-Party Websites and Ads”). When you click on a link to any Third-Party Websites and Ads, we will not warn you that you have left the Website and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Ads are not under the control of the Company. And the Company is not responsible for any of their actions. The Company provides these Third-Party Websites and Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or their products or services. You use all links in Third-Party Websites and Ads at your own risk. When you leave our Website, our Terms of Use and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites and Ads, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
  8. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties” or “COMPANY PARTIES”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Website; (b) your violation of the Terms of Use; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Terms of Use or your access to the Website.
  9. Disclaimer of Warranties and Conditions.
    1. AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT YOUR USE OF THE COMPANY WEBSITE IS AT YOUR SOLE RISK, AND THE COMPANY PROPERTIES WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
      (A) THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
      (B) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE WEBSITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE WEBSITE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
    2. From time to time, THE Company may offer new “beta” features or tools with which its Users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind and may be modified or discontinued at the Company’s sole discretion. The provisions of this section apply with full force to such features or tools.
  10. Limitation of Liability.
    1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT NOTHING IN THESE TERMS OF SERVICE IS PURPORTED TO LIMIT OR EXCLUDE COMPANY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY OTHER MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR COMPANY TO EXCLUDE OR RESTRICT LIABILITY. SUBJECT TO THIS, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY, OR RESULTING FROM: (1) THE USE OR INABILITY TO USE THE WEBSITE; (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (3) ANY OTHER MATTER RELATED TO THE WEBSITE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
    2. CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY THE COMPANY AS A RESULT OF YOUR USE OF THE WEBSITE IN THE PRIOR THREE MONTHS
  11. Governing Law and Jurisdiction.
    1. All matters relating to the Terms of Use and any dispute or claim arising therefrom or related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, without giving effect to any principles that provide for the application of the law of another jurisdiction, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such dispute or claim.
    2. Additional provisions for users located in the United Kingdom: A third party who is not a party to the Terms of Use has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms of Use, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
    3. Additional provisions for users located in Germany: Notwithstanding anything to the contrary in Section 10, the Company is not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
  12. Miscellaneous.
    1. Choice of Language. By using the Website, you agree that the Terms of Use and all related documents will be in the English language.
    2. Notices. When the Company requires that you provide an e-mail address, you are responsible for providing the Company with your most current e-mail address. If the last e-mail address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required by the Terms of Use, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to the Company at the following address: ZAGENO Inc., 625 Massachusetts Ave. 2nd Floor, Cambridge, MA 02139, Attention: Legal Counsel. Such notice shall be deemed given when received by the Company by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
    3. Consumer Complaints for California residents: Any inquiries concerning these Terms of Use should be directed to legal@zageno.com. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    4. Entire Agreement. These Terms of Use, as they may be amended from time to time, constitute the entire agreement and understanding between you and the Company governing your use of the Website. Our failure to exercise or enforce any right or provision of the Terms and of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use shall remain in full force and effect. Neither a course of dealing or conduct between you and the Company nor any trade practices shall be deemed to modify these Terms of Use. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website or the Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred. Any rights not expressly granted herein are reserved by and for the Company. We may terminate or suspend your access to all or part of Website, without notice, for any conduct that the Company, in its sole discretion, believe is in violation of any applicable law, or is harmful to a third-party provider, a service provider, or us. Any inquiries concerning these Terms of Use should be directed to legal@zageno.com.

 

End of Terms of Use