Supplier Portal Terms of Use

1. INTRODUCTION
The Supplier Portal, a product of Assent Compliance Inc. (“Assent Compliance”), welcomes You. “You” or “Your” means: the individual, company or entity that entered into this Agreement by submitting information through the Supplier Portal. Please carefully review these Terms of Use (“TOU” or “Agreement”), as they contain important information regarding Your legal rights, remedies, and obligations. The TOU apply if You visit, view, use, submit, or access (collectively, “access”) Assent Inc.Assent Inc.’s Compliance’s websites, including assentcompliance.com (collectively, the “Website”), and/or (hereinafter, “or”) if, through any Internet-enabled mechanism, You access data, information, products, services, or applications (collectively, “Services”) made available by or from Assent Compliance.

This Agreement was last updated on November 22, 2022May 1, 2019 (“Effective Date”).

2. LEGALLY BINDING AGREEMENT
By accessing the Website or Services, You represent and warrant that You have read and understood, agree to be bound by these TOU, and that You acknowledge the adequacy of consideration of this Agreement. Please review this document carefully, as it is a legally binding document between You and Assent Inc.Assent Inc. Compliance., its subsidiaries, and affiliates. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING “GO” OR CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT EXECUTE AN ORDER FORM OR OTHERWISE ACCEPT THIS AGREEMENT AND MAY NOT USE THE SUPPLIER PORTAL SERVICES. IF YOU DO NOT AGREE TO THESE TOU, YOU ARE PROHIBITED FROM ACCESSING THE WEBSITE AND THE SERVICES, AND MUST EXIT IMMEDIATELY.

To the maximum extent permitted and enforceable under applicable law, Assent Inc.Assent Inc.Compliance reserves the right to modify the terms and conditions of this Agreement at any time, effective upon the posting of an updated version of this Agreement. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute Your consent to such changes. Updates to the TOU will be indicated by the “Effective Date” in the Introduction section of this Agreement. If You do not agree to such modifications and updates, please exit the Website and Services immediately.

3. ELIGIBILITY
The Website and Services are not targeted to, and should not be used by, persons under the age of 18. BY ACCESSING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW, and are not barred from accessing the website or services under the laws of any applicable jurisdiction.

4. PRIVACY STATEMENT; CHANGES TO AGREEMENT & PRIVACY STATEMENT
Privacy Statement. By accessing the Website, You consent to the collection and use of certain information about You, as specified in the Assent Inc..Assent Inc.Compliance Member and Web Site Visitor Privacy Statement and Policy (“Privacy Statement and Website”), incorporated hereto. Assent Inc..assent incAssent Compliance encourages users of the Website to frequently check the Privacy Statement and Policy. By accessing the Website, You represent and warrant that You have read and understood, and agree to be bound by, the Privacy Statement. You may view the Privacy Policy at assent.com/privacy.
Modification to Privacy Statement and Policy. Assent Inc..assent incASSENT COMPLIANCE RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND/OR THE PRIVACY STATEMENT AT ANY TIME. To the maximum extent permitted and enforceable under applicable law, Assent Inc..assent incAssent Compliance reserves the right to modify the terms and conditions of the Privacy Statement and Policy at any time, effective upon the posting of an updated version of the Privacy Statement and Policy. You are responsible for regularly reviewing the Privacy Statement and Policy and continued use of the Services after any such changes shall constitute Your consent to such changes. Notice of any such change will be given by the posting of an updated Privacy Statement and Policy or a change notice on the Website (assent.com/privacy). It is Your responsibility to review the Privacy Statement and Policy periodically. If at any time You find any of the modifications to these Terms of Use unacceptable, You must immediately leave the Website and refrain from using the Website and Services.

5. USER LICENSE
Subject to Your compliance with the terms and conditions of this Agreement, and any other agreement between You and Assent Inc..Assent Inc. Compliance, Assent Inc..Assent Inc.,Compliance grants You a non-exclusive, non-sublicensable, non-assignable, revocable, non-transferable license to access the Website, Services, and content. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property represented by Supplier Portal or any other Assent Inc..Assent Inc., Compliance products, property, or information. You are granted a right to profit from or resell the information created and submitted by You into the Supplier Portal. By accepting this license, You agree that Assent Inc..Assent Inc., Compliance products and systems are the proprietary, confidential information of Assent Inc..Assent Inc.Compliance, that You will safeguard and protect such information, and that You will use the information in accordance with this Agreement’s Code of Conduct. Your obligations set forth in this Agreement shall survive termination of this Agreement. To the extent that You elect to submit contact or company information (including portions thereof) to Assent Inc..Assent Inc.,Compliance for inclusion in the Database, You hereby grant Assent Inc..Assent Inc.,Compliance a royalty-free, worldwide, irrevocable, perpetual license to use, profit from and incorporate into the Website and Services any such submitted information (including any portions thereof submitted by You) and distribute such information through the Website and Services.

6. CODE OF CONDUCT
This section sets forth the Supplier Portal Code of Conduct (the “Code”). All Members and Website Visitors must fully comply with this Code at all times. You certify, represent and warrant that You will not violate this Code.
Restrictions on Inputting Information. You shall not enter illegal or improper information into the Website or in or through the Services, including, without limitation, the following:
Information that You do not have the necessary rights and/or licenses to enter.
Information that is false, inaccurate, incorrect, incomplete, inexact, outdated, or otherwise wrong.
Information subject to confidentiality, non-disclosure, non-competition, trade secret or proprietary rights, data privacy laws, limitations or restrictions.
Information that infringes the copyrights or intellectual property rights of others.
Information that is personal or non-business related, including, but not limited to, home addresses, Social Security numbers, credit card numbers, mobile, or cellular telephone numbers.
Information that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, inflammatory, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory, or racially, ethnically or otherwise objectionable, or which may solicit information from anyone under the age of 18.
Information that is defamatory, libelous, fraudulent, knowingly incorrect, or invasive of privacy or publicity rights of others.
Information that advocates or encourages conduct that could constitute a criminal or tortious offense.
Information that is actionable or may subject Assent Inc..Assent Inc.Compliance to legal action or liability of any kind.
Information that violates any applicable local, state, national, or international law, regulation, or convention.
Information that violates any provision of this Agreement or any other agreement or policy set forth by Assent Inc..Assent Inc. Compliance.

Use of Information Obtained via Website/Services. Assent Inc..Assent Inc.Compliance has no actual control over Your use of information outside the Website. You shall not access the Website or Services for any purposes or in any manner that is illegal or improper, including, without limitation, the following:
For any purpose, activity or in any manner that is criminal, illegal or actionable.
In violation of any local, state, national or international laws, regulations or conventions.
To illegally “spam” anyone or to sell, give, make available or otherwise distribute information to a spammer or for the purpose of spamming.
For unethical marketing activities.
To associate, attribute, collect, store, distribute or otherwise process any non-business information related to anyone.
To communicate with anyone using language or in any manner that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory, or racially, ethnically, or otherwise objectionable.
To prepare or compile information that is distributed in any manner or form to any third-party.
To enhance, verify, supplement, append, confirm, or modify any compilation of information that is thereinafter distributed in any manner or form to a third-party.
In connection with any individual credit, employment, or insurance decision.
To disclose or solicit the private, non-business, information of any person.

Acts against the Website/Services. You shall not engage or attempt to engage in potentially harmful acts that are directed against the Website or Services including, without limitation, the following:
Using the Website or Services in contravention of any other agreement to which You are a party, including without limitation any employment agreement or agreement with a customer to which You may be a party.
Causing, allowing or assisting any other person to use Your account or impersonate You.
Sharing Your password, login, or token with any other person not related to the request or employed by your organization.
Logging onto a server or account that You are not authorized to access.
Forging screen names, manipulating identifiers, or otherwise impersonating any other person or misrepresenting Your identity or affiliation with any person or entity.
Emulating or faking usage of the Website or Services.
Violating or attempting to violate any security features of the Website.
Using manual or automated software, devices, scripts robots, or other means or processes to access, “scrape,” “crawl” or “spider” any pages contained in the Website.
Falsely stating or otherwise misrepresenting Your affiliation with any person or entity.
Introducing viruses, worms, software, Trojan horses or other similar harmful code into the Website or Services.
Interfering or attempting to interfere with the use of the Website by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Website.
Causing, allowing or assisting machines, bots or automated services to access or use the Website or Services without the express written permission of Assent Inc..assent incAssent Compliance.
Tampering with the operation, functionality or the security of the Website or Services.
Attempting to override or circumvent any security or usage rules embedded into the Website or Services that permit digital materials to be protected.
Attempting to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breach any security or authentication measures.
Misusing, tricking, disrupting, or otherwise interfering with the functioning of the Website or Services.
Harvesting or collecting email addresses or other contact information of other users from the Website by electronic or other means.
Reverse engineering, decompiling, disassembling, deciphering or otherwise attempting to derive the source code for any underlying intellectual property used to provide the Website or Services.
Engaging in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Website.
Uploading, posting, transmitting, sharing, storing, or otherwise making available any content that Assent Inc..Assent Inc.Compliance deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable.
Without Assent Inc..Assent Inc.’sCompliance’s prior, express consent, advertising or selling any products, services, or otherwise (whether or not for profit), or soliciting others or using the Website for commercial purposes of any kind.

Suspected Misuse and Penalties. Assent Inc..Assent Inc.Compliance may monitor the Website and Services for misuse of the Code. Assent Inc..Assent Inc.Compliance shall be the sole and final arbiter of suspected Code violations, misuse and penalty. For suspected violations, and without limiting any of its other remedies, Assent Inc..Assent Inc.Compliance reserves the right to immediately and without notice:
Delete or modify content.
Suspend Your account.
Terminate Your account.
Identify You to third parties, including prosecutors.
Take legal action.

Assent Inc..Assent Inc.Compliance intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws. Assent Inc..Assent Inc.Compliance reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce this Code.

7. YOUR CREATIVE CONTENT
Separate and apart from contributing to the Database, Assent Inc..Assent Inc.’sCompliance’s Website may allow You to post content, such as messages, images, text, photos, graphics, audio, video or other material (“Your Creative Content”) through message boards, forums, Member blogs or other interactive features. With respect to Your Creative Content, while You retain any and all of Your lawfully owned rights therein, You hereby grant Assent Inc..Assent Inc.ComplianceI a royalty-free, perpetual, irrevocable, worldwide transferable, non-exclusive and fully-sublicensable right and license to view, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, profit from, perform and display Your Creative Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, and to exercise the same rights with respect to such works. You also permit any Website Visitors of Assent Inc..Assent Inc.’sCompliance’s Website to access, store, distribute, perform, reproduce and prepare derivative works of Your Creative Content. No compensation will be paid to You or to any other person or entity with respect to Your Creative Content.

Assent Inc..Assent Inc.Compliance may remove Your Creative Content at any time in its sole discretion. You are solely responsible at Your own cost and expense to create backup copies of Your Creative Content. Likewise, by accessing the Services, You may be exposed to other Members’ Creative Content that You find offensive, indecent or objectionable — You agree that You use the Website and Services at Your own risk.

You agree that Assent Inc..Assent Inc.Compliance is not under any obligation of confidentiality, express or implied, with respect to Your Creative Content. You represent and warrant that You own or otherwise control all necessary rights to Your Creative Content, that it does not violate or infringe upon the intellectual property rights of a third party, that it is accurate, that it does not contain libelous, defamatory or otherwise unlawful material, that it does not violate anyone’s rights to publicity or privacy, that it will not cause injury to any person or entity, that it does not otherwise violate this Agreement, and that You will indemnify Assent Inc..assent incAssent Compliance and its service providers for all claims resulting from Your Creative Content.

As the provider of the Website, the Supplier Portal is only a forum and is not liable for any statements, representations, or omissions made through Your (or other Website visitors’) Creative Content. Any opinions, advice, purported facts, or recommendations expressed therein are those of the Website Visitors who make them, and not those of Assent Inc..Assent Inc. Compliance; Assent Inc..Assent Inc.Compliance does not endorse any opinion, purported fact, recommendation or advice expressed therein. Likewise, it is Your responsibility to exercise due care and caution (for Your privacy, safety, and identity, among other concerns) when posting Your Creative Content or accessing the Website or Services.

8. INTELLECTUAL PROPERTY
The Website and all content and materials located thereon, including without limitation any Assent Inc..Assent Inc. Compliance names and logos (the “Assent Inc..Assent Inc.Compliance Marks”), the Services, Database, designs, text, graphics and other files, and the selection, arrangement and organization thereof, are the intellectual property of Assent Inc..Assent Inc.Compliance or its licensors. Except as explicitly provided, neither the Website nor this Agreement grant You any right, title or interest in or to any such content or materials. The Assent Inc..Assent Inc.Compliance Marks are trademarks or registered trademarks of Assent Inc..Assent Inc. Compliance. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. The Website is Copyright © 2019, Assent Inc..Assent Inc.Compliance Inc., ALL RIGHTS RESERVED. Moreover, except as expressly stated herein, or as expressly granted by Assent Inc..Assent Inc.Compliance in a signed writing, You have no intellectual property or other rights in the information You contribute to the Database.

As Assent Inc..Assent Inc.Compliance asks others to respect its intellectual property rights, Assent Inc..Assent Inc.Compliance respects the intellectual property rights of others. You agree that You shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services. Likewise, if You have evidence, know, or have a good faith belief that Your rights or the rights of a third party have been violated and You want Assent Inc..Assent Inc.Compliance to delete, edit, or disable the material in question, You must provide Assent Inc..Assent Inc.Compliance with all of the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Assent Inc..Assent Inc.Compliance to locate the material.
Information reasonably sufficient to permit Assent Inc..Assent Inc.Compliance to contact You, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.
A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, You must provide it to Assent Inc..Assent Inc.Compliance’s designated agent, Russell Frederick, via certified mail at Assent Inc..assent incAssent Compliance Inc., 525 Coventry Road, Ottawa, ON, K1K 2C5, Canada.

9. DISCLAIMERS; LIMITATION OF LIABILITY
NO WARRANTIES: ALTHOUGH Assent Inc..ASSENT INC.COMPLIANCE TAKES REASONABLE MEASURES TO KEEP THE WEBSITE AND SERVICES ERROR-FREE AND SAFE, YOU ACCESS THEM AT YOUR OWN RISK. Assent Inc..ASSENT INC. COMPLIANCE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER Assent Inc..ASSENT INC.COMPLIANCE NOR ITS LICENSORS OR SUPPLIERS WARRANT THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SAFE OR SECURE.
YOUR RESPONSIBILITY FOR DAMAGE: YOU AGREE THAT YOUR USE OF THE WEBSITE OR SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD Assent Inc..ASSENT INC.COMPLIANCE OR ITS LICENSORS OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE WEBSITE OR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE WEBSITE OR SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS.
YOUR RESPONSIBILITY FOR YOUR ACTIONS: YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES SUFFERED BY OTHER WEBSITE VISITORS OR THIRD PARTIES AS THE RESULT OF YOUR REMARKS, INFORMATION, FEEDBACK, OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE WEBSITE OR THROUGH THE SERVICES THAT IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE.
LIMITATION OF LIABILITY: YOU AGREE THAT NEITHER Assent Inc..ASSENT INC. COMPLIANCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, NOR ITS LICENSORS OR SUPPLIERS, HAVE ANY LIABILITY WHATSOEVER IN CONNECTION WITH YOUR ACCESS OF THE WEBSITE OR THE SERVICES. Assent Inc..assent incASSENT COMPLIANCE IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES (INCLUDING OTHER WEBSITE VISITORS OR MEMBERS), AND YOU RELEASE Assent Inc..assent incASSENT COMPLIANCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IN THIS REGARD, IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
THE LIABILITY OF Assent Inc..assent incASSENT COMPLIANCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS, IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL Assent Inc..assent incASSENT COMPLIANCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO Assent Inc..assent incASSENT COMPLIANCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND/OR AGENTS, OR ITS LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF Assent Inc..assent incASSENT COMPLIANCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL NOT EXCEED THE GREATER OF $200 USD OR THE AMOUNT YOU HAVE PAID US IN THE LAST 12 MONTHS.
APPLICATION THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATIONS OF LIABILITY BETWEEN YOU AND Assent Inc..assent incASSENT COMPLIANCE OR BETWEEN YOU AND ANY OF Assent Inc..assent incASSENT COMPLIANCE’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS AND/OR SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE, SERVICES, OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

10. INDEMNIFICATION
You agree to indemnify and hold Assent Inc..assent incAssent Compliance, its directors, officers, employees, and agents, and its suppliers, licensors, and service providers, harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of or in connection with: (1) Your use of the Website or Services; (2) any violation of this Agreement (including, without limitation, the Code); (3) Your violation of any applicable law or the intellectual property rights of any third party. Assent Inc..assent incAssent Compliance will have the right, but not the obligation, to participate through counsel of its choice in any defense by You of any Claims as to which You are required to defend, indemnify, or hold harmless Assent Inc..assent incAssent Compliance. You may not settle any Claims without the prior written consent of the concerned Assent Inc..assent incAssent Compliance person or persons if such settlement has any impact on Assent Inc..assent incAssent Compliance or the data submitted to Assent Inc..assent incAssent Compliance through the Supplier Portal by You.

11. THIRD-PARTY WEBSITES
On the Supplier Portal Website, You may find links to websites operated by third parties (“Third-Party Sites”). Assent Inc..assent incAssent Compliance does not endorse or control Third-Party Sites, each of which may be governed by its own terms of service and privacy policy. Assent Inc..assent incAssent Compliance disclaims, and You hereby agree to assume all responsibility and liability for any damages or other harm, whether to You or third parties, resulting from Your use of Third-Party Sites. Please take all protections necessary to protect Yourself and Your computer system when accessing Third-Party Sites, particularly when downloading or purchasing anything therefrom.

12. TERMINATION
Method of Termination: You may terminate this Agreement at any time, for any or no reason at all, by providing Assent Inc..assent incAssent Compliance with written notice of Your intent to do so (Assent Inc..assent incAssent Compliance Inc., Attention: Legal Department, 525 Coventry Road, Ottawa, ON, K1K 2C5, Canada). Without altering any other provision of this Agreement, Assent Inc..assent incAssent Compliance may terminate this Agreement without notice or liability. Assent Inc..assent incAssent Compliance may also deny, suspend, cancel, or terminate Your use of the Website or Services, including, without limitation, for breach or suspected breach of this Agreement or of any applicable law or regulation without notice.
Effect of Termination: If this Agreement terminates, You will no longer be authorized to access the Website or Services. Sections 7-10, 13, and 14 of the Agreement will survive termination.

13. ARBITRATION
EXCEPT AS MAY OTHERWISE BE PROVIDED BELOW OR IN A SIGNED AGREEMENT BETWEEN YOU AND Assent Inc..assent incASSENT COMPLIANCE, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT OR YOUR ACCESS OF THE WEBSITE OR SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of You or the Supplier Portal has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark, or trade secret rights, or You have otherwise violated the Code set forth above, then You and Assent Inc..assent incAssent Compliance acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions You enter into with a third party through the Website may be arbitrated.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA’s Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules”, collectively the “AAA Rules”). The location of the arbitration shall be in Ottawa, Canada, and the allocation of costs and fees for such arbitration shall be determined in accordance with applicable AAA Rules. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

14. GOVERNING LAW
This Agreement, including without limitation its construction and enforcement, shall be treated as though it were executed and performed in Ottawa, Ontario, Canada, and shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to its conflict of law principles.

To the extent arbitration is not required or permitted under this Agreement, THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES WILL BE THE PROVINCE OF ONTARIO. IN CONNECTION WITH THIS SECTION, THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER WEBSITE VISITORS, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by You related in any way to this agreement, the Website or Services be instituted more than one (1) year after the cause of action arose.

15. MISCELLANEOUS
Assent Inc..assent incAssent Compliance’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions.
Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this Agreement.
Assent Inc..assent incAssent Compliance may assign its rights and duties under this Agreement to any party at any time without notice to You. Your rights and duties under this Agreement are not assignable by You without written consent of Assent Inc..assent incAssent Compliance.
Headings are used for convenience only and are not to be used for meaning or intent.
This Agreement, along with Your Plan Details, and any other signed writing between You and Assent Inc..assent incAssent Compliance regarding the Supplier Portal Terms of Use, constitutes the entire understanding between You and Assent Inc..assent incAssent Compliance, and supersedes any prior or contemporaneous communications or provisions on the subject matter. This Agreement cannot be modified, unless in a writing labeled “Modification to TOU”, executed by both You and an officer of Assent Inc..assent incAssent Compliance.
Assent Inc..assent incAssent Compliance values Your enthusiasm for its Website and Services. If You have any questions, comments, suggestions, or concerns, or if You would like to provide any notice under this Agreement, please contact us via: https://www.assent.com/company/contact-us/https://www.assentcompliance.com/contact/#/ac-contact-form.
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Authorized Representative Signature Authorized Representative Signature
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Customer Company Name Assent Inc..assent incAssent Compliance Inc.