Updated February 21, 2012
The Website is owned by Rearden Commerce, Inc. ("We" or "Us" or "Rearden Commerce"). The Website provides all users ("you") with information about Rearden Commerce and its services, the software and related services that provide information about you and that may allow you to purchase products and services ("Products and Services"). Certain Websites allow users to register for an account and password ("Enrolled Users"). These Websites provide Enrolled Users with access to directories and servers solely in connection with the use of the service offered through the Website. In addition, certain services may be available only to employees of "Participating Companies," which are companies that have entered into agreements with Rearden Commerce to make the specific services available to employees of the companies. If you have any questions about whether your employer is a Participating Company, contact your employee benefits administrator. The Website may contain functions that enable you to view information gathered from third-parties' websites, directories and servers ("Third-Party Websites") that offer to sell Products and Services or that relate to the Products and Services, including but not limited to the product description, product price, schedules, availability, ratings, location and directions, weather forecasts, and other information about the Products and Services (the "Merchant Information").
Note that in some cases, in order to become an Enrolled User, your employer must be a Participating Company and you must complete the enrollment process on the Website. Enrolled Users, you are responsible for all activity occurring under your accounts, including unauthorized use of credit cards, charge-backs, debit memos and charges incurred as a result of such activity. Enrolled Users, you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Rearden Commerce immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report such unauthorized use to Rearden Commerce immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of content that is known or suspected by you; and (iii) not impersonate another enrolled user or provide false identity information to gain access to or use the service.
The third-party services available on the Website is provided only as a convenience to you, including assisting you with procuring Products and Services on the Internet. We are not responsible for the content or quality of any Third-Party Websites, Products and Services, Merchant Information or other product, service or information to which the Website or any other Third-Party Websites may be linked. We collect and store Merchant Information from Third-Party Websites; however, we make no representation or warranty as to the accuracy or reliability of any Merchant Information. You should check all Merchant Information with the provider of Products or Services before making a purchase. We have no control over, and we have no liability for, the Products or Services sold by any provider, or for the use of any charge card information you may give or direct us to give to any provider of Products and Services, including without limitation the legality, quality, safety, or suitability of any Products or Services. You are solely responsible for complying with all terms and conditions, disclaimers, and restrictions relating to the Products and Services you choose to purchase using the Website, as well as with any other legal obligation, including without limitation obligations under copyright, secrecy, privacy, defamation, decency, security, and export laws. In no event shall we be liable to you or any third-party for any damage arising from or occasioned by the purchase or use of the Products and Services or the Merchant Information or other material acquired or accessed through the Website or other Third-Party Websites.
When making a product or service procurement, modification or cancellation request using the third-party services, you explicitly agree to the terms and conditions of the particular supplier to whom the request is routed, regardless of whether you specifically chose the particular provider or not. If there is a procurement, modification or cancellation fee incurred by selecting a particular service provider or service fulfillment window, Rearden Commerce will make reasonable efforts to disclose the cost implications of such a selection at the time of the request. However, Rearden Commerce makes no guaranty of the accuracy of this information. Rearden Commerce will make reasonable efforts to make available any applicable terms and conditions of a particular supplier (if available) in an email sent to confirm your request for that particular supplier's services.
We reserve the exclusive right and sole discretion to add, change or remove, without notice, any or all features or functions of the Website and/or any of our services and/or to introduce different features, functions or links to different users.
To keep the Website operating smoothly, we perform regular maintenance on the equipment and systems involved in the operation of the Website. From time to time, we may shut down the Website temporarily for repairs or upgrades. We will strive to minimize any inconvenience to you whenever possible by scheduling this work late at night or on weekends or holidays.
Enrolled Users must provide Rearden Commerce with valid credit card as a condition to sign up for and use the following features of the Deem@Work Service: booking airline travel, mobile application, package shipping and expense reporting. All other features of the Deem@Work Service require that you provide Rearden Commerce with a valid credit card at the time of the purchase transaction. Rearden Commerce reserves the right to modify its fees and charges and to introduce new charges at any time. You shall pay Rearden Commerce the amounts set forth on the applicable the Website, Third-Party Website, or as otherwise mutually agreed upon, in accordance with the terms of this Agreement. Except as otherwise provided herein, all fees shall be nonrefundable.
A.Transaction Fees If you experience a purchase transaction failure, and such failure is confirmed, Rearden Commerce will credit the Participating Company's billing account for the transaction processing fee charged. Credits can only be applied to the Participating Company's billing account and cannot exceed the total invoice amount. If a Participating Company's billing account is inactive, and Rearden Commerce approves, a refund will be issued in lieu of a credit. Refunds can only be applied to the Participating Company's credit card on file and cannot exceed the total invoice amount.
B.Cost of Services Availability of a credit or refund of the cost of Products and Services is subject to the rules of the individual suppliers. For AIRLINE TRAVEL, CAR RENTAL and HOTEL BOOKING, contact Montrose Travel – (877) 240-8180; For AIRPORT PARKING, contact Park 'N Fly – (800) 325-4863; For PACKAGE SHIPPING, contact FedEx – (800) 463-3339, UPS – (800) 742-5877; For CAR SERVICE, contact provider.
Rearden Commerce charges fees at the time of use of the Deem@Work Service. Rearden Commerce will automatically bill Enrolled User's or Participating Company's credit card, as applicable, the fees stated on the applicable the Website page, Third-Party Website, or as otherwise mutually agreed upon. Rearden Commerce may set a monthly billing date to bill the credit card, which shall be the same day every month as the Effective Date. Enrolled User agrees to provide Rearden Commerce with complete and accurate billing and contact information. This information includes Customer's name, street address, e-mail address, and telephone number. Enrolled User agrees to update this information within 30 days of any change to it. Notwithstanding anything to the contrary contained in this agreement, if the contact information Enrolled User has provided is false or fraudulent, Rearden Commerce reserves the right to terminate immediately Enrolled User's access to the Deem@Work Service in addition to any other legal remedies it may have. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
In addition to any other rights granted to Rearden Commerce herein, Rearden Commerce reserves the right to suspend or terminate this Agreement and your access to the Deem@Work Service if Enrolled User's or Participating Company's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Enrolled User or Participating Company, as applicable, will continue to be charged for Deem@Work Service during any period of suspension. If Enrolled User or Participating Company or Rearden Commerce initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with Sections 6.2 and 6.3 above. You agree that Rearden Commerce may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Rearden Commerce reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Deem@Work Service.
Enrolled User or Participating Company, as applicable, shall be responsible for and shall pay for any taxes including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions under this Agreement, including penalties and interest but specifically excluding any income taxes payable by Rearden Commerce. Upon reasonable request of Rearden Commerce to assist it in obtaining tax credits or deductions for the benefit of both parties, Enrolled User or Participating Company, as applicable, shall provide to Rearden Commerce original or certified copies of all relevant tax payments or other evidence of payment of taxes by Enrolled User or Participating Company with respect to transactions or payments under this Agreement.
In certain states, Rearden Commerce is required or may be required in the future to collect sales tax from the Enrolled User or Participating Company, as applicable, on the services provided under this Agreement, and shall do so pursuant to the terms of Section 6.3.
Grounds for termination include but are not limited to:
YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND THE SERVICES OFFERED THROUGH THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND THE SERVICES ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT THAT THE FEATURES OR FUNCTIONS OF THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE OR THE SERVICES WILL BE CORRECTED.
YOU ASSUME ALL RISK AS TO QUALITY, RESULTS AND PERFORMANCE OF THE WEBSITE AND THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE. WE DO NOT IN ANY WAY WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE, OR THE MERCHANT INFORMATION, INCLUDING WITHOUT LIMITATION THE ACCURACY, RELIABILITY, QUALITY, VALIDITY, STABILITY, COMPLETENESS, OR CURRENTNESS OF THE WEBSITE, THE PRODUCTS AND SERVICES OR THE MERCHANT INFORMATION, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION.
WE SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU, YOUR EMPLOYER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE WEBSITE, ANY OF THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE, OR THE MERCHANT INFORMATION. NOR ARE WE RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR ANY OTHER THIRD-PARTY WEBSITE, INCLUDING THIRD-PARTY WEBSITES LINKED FROM THE WEBSITE OR ANY SERVICE. WE MAKE NO CLAIMS AS TO THE QUALITY, SUITABILITY, ACCURACY, FUNCTIONALITY OR LEGALITY OF ANY THIRD-PARTY WEBSITES TO WHICH WE MAY PROVIDE LINKS, AND YOU HEREBY WAIVE ANY CLAIM YOU MIGHT HAVE AGAINST US WITH RESPECT TO SUCH THIRD-PARTY WEBSITES.
THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.
IN NO EVENT SHALL REARDEN COMMERCE OR ITS OFFICERS, EMPLOYEES, SUPPLIERS, DIRECTORS, AFFILIATES OR AGENTS, BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF (1) YOUR USE OR INABILITY TO USE OR RELIANCE UPON THE WEBSITE, ANY SERVICES AVAILABLE THROUGH THE WEBSITE, THE PRODUCTS AND SERVICES, OR MERCHANT INFORMATION, (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY SERVICES AVAILABLE THROUGH THE WEBSITE, OR (3) ANY OTHER MATTER RELATING TO YOUR USE OF THE WEBSITE OR ANY SERVICE AVAILABLE THROUGH THE WEBSITE, INCLUDING BY WAY OF ILLUSTRATION AND NOT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, EVEN IF Rearden Commerce HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
To the extent there are delays with or interruptions or failures of the Website or services, neither we nor any third-party working with us to provide the services shall be responsible for any damages caused by telecommunications network, encryption or communications line failure, systems delays or other similar occurrences. To the extent our services use Internet, RADIO WAVE, satellite, wireline, wireless or other telecommunications network services to transport data or communications, we shall not be responsible or liable for, and we make no warranties regarding the access, speed, or availability of, Internet, RADIO WAVE, satellites, wireline, wireless or other telecommunications network services.
Neither the services available through the Website nor the Website is directed towards children under 13, nor do we knowingly collect personal information from children under 13.
If you chose to use the personal information manager ("PIM") synchronization feature of our services, synching your personal and professional data between your PIM and the Rearden Commerce servers is an authorized act by you which does not consist of a breach of privacy on the part of Rearden Commerce. When you use these services, you will need to provide us with information including, but not limited to your sign in name and password, charge card number(s), billing and shipping address(es), and other information your employer may ask us to collect in connection with your use of the these services (your "Personally Identifiable Information"). You are protected from the disclosure of your Personally Identifiable Information by your password. You are responsible for the control of your password and access to your Personally Identifiable Information. You shall be responsible and liable for all uses of your sign in name and password, whether or not authorized by you. You should not share your sign in name and password with anyone, including other employees of your company, even though they may be authorized to use the services. If you share your sign in name or password with others, intentionally or inadvertently, they may be able to access your Personally Identifiable Information. For your own protection, you must immediately notify us of any unauthorized use of your sign in name or password.
Your use of the services available through the Website constitutes your consent and agreement to the electronic transmission by us of your Personally Identifiable Information to third party providers of Products and Services, and this consent and agreement shall be effective each time and at all times you use the service.
All content included on the Website and on the services, such as text, graphics, logos, buttons, banners, icons, images, audio clips and software, is the property of Rearden Commerce or its content suppliers, and is protected by United States and international copyright laws. The collection, arrangement, assembly and look and feel of the Website and services, and all content on the Website and on each of the services, is the exclusive property of Rearden Commerce and is protected by United States and international copyright laws. All software used on the Website and the services is the property of Rearden Commerce or its software suppliers and is protected by United States and international copyright laws. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the Website, the services or the content on the Website or the services is strictly prohibited.
Deem@Work™, Deem @Work™, Deem™ and the "deem" logo are trademarks of Rearden Commerce, Inc. in the United States and other countries. Other graphics, logos, trademarks, service marks and service names used in the Website are trademarks of Rearden Commerce or third parties. Except as specifically authorized by Rearden Commerce in writing, Customer agrees not to alter, modify or remove from the Website or any of the services, any logo, brand name, or proprietary mark of Rearden Commerce, including any logo, brand name, trademark, patent, copyright or other intellectual property right notices. None of the trademarks used in the Website or the services may be used (a) in connection with any product or service that is not the product or service of the owner of the trademark, (b) in any manner that is likely to cause confusion among customers, or (c) in any manner that disparages or discredits the owner of the trademark.
Rearden Commerce or its software suppliers own and retain all right, title and interest, including all Intellectual Property Rights, in and to the services provided through the Website, including the Deem@Work Service, software associated therewith, and any technology and materials provided by Rearden Commerce to you, including upgrades, updates or successor products thereto. Any third party component software embedded or otherwise made available by Rearden Commerce for use with the services may only be used in conjunction with the services ordered by Participating Company.
The Website may permit the submission of text, photographs, opinions, comments and/or other forms of communication submitted by you and other users ("Submissions") and the hosting, sharing and publication of such Submissions. You agree that you are solely responsible for your own Submissions and affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize the Website to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submissions to enable inclusion and use of the Submissions in the manner contemplated by the Website. You retain all ownership rights in your Submissions. However, by submitting the Submissions to the Website, you hereby grant the Website a non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Submissions in connection with the Website and the Website's business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels/outlets. The Website does not permit or allow copyright infringing activities and/or infringement of intellectual property rights on the Website, and Rearden Commerce will remove any and all content and Submissions if properly notified that such content and/or Submission infringes on another's intellectual property rights.
You consent to the following:
In the event that either party is prevented from performing or is unable to perform any of its obligations (other than a payment obligation) under this agreement (including any delay in developing or delivering the services) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, riot, insurrection, unavailability or performance degradation of the Internet or any other cause beyond the reasonable control of the party invoking this section (a "Force Majeure"), such party shall give prompt written notice to the other party, its nonperformance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Notwithstanding the foregoing, if such party is not able to perform within ninety (90) days after the event giving rise to the excuse of Force Majeure, the other party may terminate this agreement.
This agreement, including all referenced exhibits, addenda, or policies such as the Global Privacy Statement, as amended from time to time, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, proposals, discussions, communications, understandings or agreements among the parties which relate to the subject matter hereof, whether oral or in writing. No modification or amendment of this agreement or any of its provisions shall be binding upon any party unless made in writing and duly executed by authorized representatives of the party to be bound.
301 Howard Street, 21st Floor
San Francisco, CA 94105