1. Definitions

"Authorized User" means any individual granted access to the Services.

"Customer" means the entity that employs or otherwise engages the Authorized User and has granted the Authorized User access to the Services. The agreement governing Customer`s subscription to the Services is referred to herein as the "Customer Agreement."

"Pricefx" means, collectively, Price f(x) AG and each of its subsidiaries.

"Services" means the online subscription services and any related material(s) provided by the Company to which the Authorized User has access.

"Subscription Term" has the meaning given to such term in the Customer Agreement.

"Terms" means these terms of use, together with the privacy policy located at Privacy Policy & Impressum  and any other operating rules, policies, and procedures that the Company may publish periodically on the website as part of the Services.

2. Use of Services

Access Right

Pricefx grants to the Authorized User a non-exclusive, non-sublicensable, non-transferable right to access and use the Services during the Subscription Term solely for Customer`s internal business purposes in connection with its use of the Services.

Use Restrictions

The Authorized User may access and use the Services in accordance with these Terms and any applicable laws and regulations. The Authorized User shall not, and shall not permit any third party to:

1. copy, modify, or create derivative works of the Services and any related materials;

2. rent, sublicense, assign or otherwise make available the Services to any third party;

3. reverse engineer, adapt or otherwise attempt to derive or gain access to the source code of the Services;

4. bypass or breach any security device or protection used in the Services;

5. provide to or through the Systems any information, data, or other materials that are unlawful or contain any harmful code;

6. access or use the Services for purposes of competitive analysis of the Services, and/or the development of third party`s software services or products; and/or

7. otherwise access or use the Services beyond the scope of the authorization granted in these Terms or in violation of these Terms.

If the Authorized becomes aware of any actual or threatened activity prohibited by these Terms, the Authorized User shall take all reasonable measures necessary to stop the activity or threatened activity and to mitigate its effects and immediately notify Pricefx of any such actual or threatened activity.

Account Registration and Access

To use the Services, the Authorized User must have an account and for this purpose the Authorized User must provide accurate and complete information. The Authorized User is responsible for maintaining the confidentiality of Authorized User`s account credentials and for any activity that occurs under the Authorized User`s account. In no event may the Authorized User grant access to or use of the Services to any Restricted Party (including an employee, contractor, or another representative thereof), and, by accessing and/or using the Services, the Authorized User represents and warrants that they are not an employee, contractor, or other representative of any Restricted Party.

"Restricted Parties" means any party that provides Services competitive with the Services provided by Pricefx under an agreement with Customer. Without limiting the foregoing, Restricted Parties includes Apptus/Conga, CloudSense, Model N, PROS, Syncron, Vendavo, Vistex, Zilliant, and Zuora. The Authorized User agrees to notify Pricefx immediately of any unauthorized use of the Authorized User`s account. Pricefx has no liability with respect to any use or misuse of account credentials, and any use other than as provided in these Terms will be considered a breach of these Terms by the Authorized User.

3. Data and Intellectual Property

Customer Data

By using the Service, the Authorized User may have the opportunity to upload Customer Data.

"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received from the Authorized User by or through the Services. The Authorized User is solely responsible, and Pricefx assumes no liability for, Customer Data that Authorized User makes available over or through the Services, including the accuracy, quality, legality, and integrity thereof. By uploading Customer Data to the Services, the Authorized User represents and warrants that they have sufficient rights to do so. As between Authorized User and Pricefx, Authorized User is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all intellectual property rights therein or thereto. The Authorized User hereby grants to the Company a non-exclusive, non-transferable license to host, copy, use, transmit, and display the Customer Data during the duration of the Services solely as appropriate for Pricefx to provide, enhance, and maintain the Services.

Privacy

The Privacy Policy explains how Pricefx collects, uses, and discloses information from Authorized Users. By using the Services, Authorized User consents to the collection, use, and disclosure of information as described in the Privacy Policy.

Intellectual Property Rights

The Services and their content, including but not limited to software, text, graphics, logos, and images and any associated documentation (collectively, the "Pricefx Materials"), are owned by or licensed to Pricefx and are protected by intellectual property laws. Pricefx is and will remain the sole and exclusive owner of all right, title, and interest in and to the Services, including all Intellectual Property Rights therein or thereto. The Authorized User has no right, license, or authorization with respect to any of the Services except as set forth expressly in these Terms. The Authorized User grants to Pricefx a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use and incorporate into its products and services any suggestion, request, correction, or other feedback provided by the Authorized User concerning any Services.

Confidentiality

The Pricefx Materials constitute Pricefx`s confidential information, and the Authorized User may not access or use the Pricefx Materials other than as necessary to exercise their rights or perform their obligations under and in accordance with these Terms. Further, the Authorized User may not disclose any Pricefx Materials to any third party except to Customer or any of Customer`s other employees, contractors, or agents who require access to or use of such Pricefx Materials for purposes consistent with these Terms or the Customer Agreement and who are subject to binding confidentiality protections no less protective of the Pricefx Materials than those herein.

Artificial Intelligence

Certain of the Services may incorporate artificial intelligence, including generative artificial intelligence, capabilities (such Services, the “AI Services”). By using any AI Services, Authorized Users acknowledge and agree to the following: (i) the rights granted to Pricefx in the Customer Data include all rights necessary for Pricefx to process the Customer Data as needed to enable Customer’s use of the AI Services; (ii) Authorized Users (and the Customer they represent) are solely responsible for, and Pricefx disclaims all responsibility and liability related to, verifying the accuracy and usefulness of any output generated by the AI Services; (iii) Authorized Users (and the Customer they represent) are further solely responsible for, and Pricefx disclaims all responsibility and liability related to, any decisions or actions taken on the basis of such output; and (iv) Authorized Users may not use the AI Services in a manner that violates, or could reasonably be expected to violate, any applicable law or regulation. Without limiting clause (iv) of the previous sentence, Authorized Users may not use the AI Services to conduct automated decision-making with legal effects or to deceive (or in a manner that could reasonably be expected to deceive) consumers or otherwise engage in false, deceptive, or unfair trade practices.

4. Term and Termination

Term

The Authorized User may access and use the Services as provided in these Terms only during the Subscription Term, provided that Customer, at its sole discretion, may request that Pricefx terminate the Authorized User`s access to the Services. Upon any such termination or any termination described below, the Authorized User`s right to access and use the Services shall cease immediately.

Termination

If Pricefx, in its sole discretion, determines that the use of the Service by the Authorized User constitutes a violation of these Terms Pricefx may take one or more of the following actions in its sole discretion:

1. terminate the provision of Services to the Authorized User;

2. suspend the Authorized User`s access to the Service;

3. terminate and delete the Authorized User`s account along with all Customer Data associated with that account; and/or

4. permanently ban the Authorized User from using the Service.

5. Liability

Disclaimer of Warranties

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, ALL SERVICES AND RELATED MATERIALS ARE PROVIDED "AS IS," AND PRICEFX SPECIFICALLY DISCLAIMS ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACHIEVEMENT OF INTENDED RESULT, ERROR-FREE OPERATION, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

Limitation of Liability

In no event shall Pricefx be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with Authorized User`s use of the Services.

6. Miscellaneous

Assignment

The Authorized User may not assign these Terms or any of the rights under these Terms without Pricefx`s consent.

Governing Law

These Terms shall be governed by and construed in accordance with the laws governing the Customer Agreement. Any disputes arising out of or relating to these Terms or the Services shall be exclusively resolved in the courts designated in the Customer Agreement.

Modifications

Pricefx reserves the right to modify or update the Services and/or these Terms at any time. A notice of any material changes to these Terms will be provided by posting the updated Terms on the website or through other communication channels. The Authorized User`s continued use of the Services after the effective date of the revised Terms constitutes the Authorized User`s acceptance of the changes.

Severability, No Waiver

If any part of these Terms is held invalid or unenforceable, that portion of the Terms will be construed to reflect the parties' original intent. The remainder of the Terms will remain in full force and effect. Any failure on the part of Pricefx to enforce any provision of these Terms will not be considered a waiver of the right to enforce such provision.

Entire Agreement

These Terms constitute the entire agreement between the Authorized User and Pricefx regarding Authorized User`s use of the Services, superseding any prior agreements or understandings, whether written or oral. For clarity, nothing in these Terms is intended to override, supersede, or amend any terms set forth in the Customer Agreement.

If you have any questions or concerns about these Terms, please contact us at legal@pricefx.com.