NPI Vantage Terms of Use

Welcome to NPI Vantage™. You are currently viewing a page of the NPI Vantage website belonging to NPI, LLC (“NPI”). This site is designed to help NPI subscription clients (“Client”) enter purchase information for review and analysis and check status of submissions; access NPI research and information about IT vendors and IT procurement best practices; and plan for upcoming purchase and renewal negotiations. These Terms of Use (“Terms”) govern your access to and use of the Site, including any content, functionality, and services offered on or through the Site (“Services”).

By accessing or using NPI Vantage and/or Vantage Pro (the “Site”), you agree to be bound by these Terms of Use (“Terms”). These Terms shall apply to the provision and use of the Site.

1. Services

1.1. Usage Rights.

NPI grants to Client a limited, non-exclusive, non-transferable, non-sublicensable right to use of the Site by its authorized employees or contractors (“Users”) in accordance with these Terms during the subscription term or as otherwise agreed in writing between NPI and Client, solely for Client’s internal business purposes and solely for the benefit of Client and not for the benefit of any third party.

1.2. Access.

NPI shall make the Site available over the internet and shall deliver the login instructions to the business email address(es) provided by Client to NPI. Client’s User(s) must create an account to access the Site and shall be responsible for keeping login credentials secure and confidential. Only Client and its Users may access and use the Site and Client is responsible for all actions taken through use of Client accounts and Users’ compliance with these Terms.

1.3. Ownership.

NPI retains all rights, title, and interest in and to the Site and its content. Client shall retain all rights, title, and interest in and to any material, content, or data uploaded or otherwise provided to NPI by Client in connection with Client’s use of the Site (“Client Materials”). The Site and its content are made available on a limited access basis, and no ownership right is conveyed to Client by implication or otherwise.

1.4. Trademarks, Copyrights, and Restrictions on Use.

All trademarks, service marks, trade names, trade dress, and related intellectual property rights in the Services are proprietary to NPI or our licensors. You may not use, reproduce, or display any of the NPI trademarks except upon NPI’s prior written consent. The Site and its entire contents, features, and functionality (including but not limited to all web pages, user interfaces, information, design, software, source code, text, displays, graphics, images, videos, and audio recordings, and the design, selection, and arrangement thereof) are owned, controlled, or licensed by NPI, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Client and its Users agree to use the Site only for lawful purposes in accordance with applicable laws and shall not engage in activities that could harm the Site or other users. Except as expressly provided in these Terms of Use, you may not copy, display, distribute, transmit, transfer, link to, reproduce, license, frame, alter, create derivative works of, reverse engineer, or republish all or any portion of the Site for any commercial or public purpose, nor share the Site’s content with any third party, without NPI’s prior written consent. You may, however, view information available on the Site for your internal purposes.

1.5. Client Materials.

Client may input or upload Client Materials to the Site at Client’s sole discretion. NPI has no control over the nature, scope, or origin of the Client Materials uploaded to the Site and Client shall have sole responsibility for the adequacy, relevancy, accuracy, quality, and legality of it. Except for Contact Data, Client shall not input any Personal Data into the Site. Client acknowledges and agrees to NPI’s right to retain anonymized data from Client Materials for use in NPI’s benchmarking database.

1.6. Suspension.

Any use of the Site in breach of these Terms that in NPI’s reasonable judgment threatens the security, integrity or availability of the Site may result in immediate suspension of Client’s access to the Site. NPI shall use commercially reasonable efforts to provide Client with prior written notice of any planned suspension and an opportunity to remedy such violation or threat before the suspension occurs.

2. Disclaimer, Liability and Indemnity

2.1. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED BY NPI “AS IS”.

2.2. Limitation of Liability.

NOTWITHSTANDING A BREACH OF SECTIONS 1.3 (Ownership), 1.4 (Trademarks, Copyrights, and Restrictions on Use), 2.3 (Indemnity), 3.1 (Personal Data) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW (i) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, ANY LOSS OF REVENUES OR PROFITS, LOSS OF OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY COST OF COVER ARISING OUT OF THIS TERMS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) EACH PARTY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS TERMS WILL BE LIMITED TO THE FEES ACTUALLY PAID OR PAYABLE BY CLIENT WITHIN TWELVE (12) MONTHS PRECEEDING THE DATE OF THE CLAIM.

2.3. Indemnification.

Client agrees to indemnify, defend and hold harmless NPI, its affiliates, licensors, and their respective officers, directors, employees and agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of Client’s or its Users’ use/misuse of this Website.

3. Data Privacy and Information Security

3.1. Personal Data.

Each party warrants that it shall use, collect, store and/or process personal identifiable data or personal information as defined under and in accordance with any applicable privacy laws (“Personal Data”).

3.2. Data Collection.

Each party acknowledges it is necessary for the cooperation to exchange and allow the use of the other party’s business contact information relating to their respective Representatives and Users (“Contact Data”) for user access, invoicing, billing, contract management, order fulfilment and other business inquiries and authorizes such exchange, use and processing of Contact Data by the receiving party. Each party agrees that it shall process Contact Data as a data controller, in compliance with applicable privacy laws and their respective privacy policies and in a safe and secure manner preventing unauthorized access, use or disclosure use of Contact Data only for the purposes outlined herein.

3.3. Security.

NPI will use adequate contractual and technical mechanisms to protect Client Material. Client acknowledges that use of the Site necessarily involves transmission of Client Material over networks that are not owned, operated or controlled by NPI, and NPI is not responsible for any Client Materials lost, altered, intercepted or stored across such networks.

4. General Provisions

4.1. Notices.

All notices shall be in writing and addressed to the office location of the parties or to such address as either party may later provide in writing to the other party by certified or registered mail, courier or email or through Client’s account and shall be deemed communicated as of actual receipt.

4.2. Severability.

If any provision of these Terms is held to be invalid or unenforceable, such provision will be interpreted in a manner that best reflects the parties’ intentions, and the remaining provisions of this Terms will remain in full force and effect.

4.3. Governing Law.

This Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to the choice of law provisions thereof. The Site is hosted in the United States. If you are accessing this Site from outside the United States, you may be subjecting yourself to United States law, which may differ from your local laws, including laws that govern personal data collection, use, and disclosure. In your use of this Site or Service, you may transfer certain personal information to the United States. To the extent permitted by applicable law, your use of the Site or Service shall constitute your consent to the transfer of personal information to the United States and the applicability of United States law.

4.4. Changes.

These Terms may be updated from time to time. Any changes will be posted on this page, and your continued use of the Site constitutes acceptance of the updated Terms.