Welcome! This platform (“Platform”) is operated by Advantage Solutions or its affiliates (“Advantage,” “we,” “us,” or “our”) to provide you with certain services on behalf of our clients.  Advantage makes this Platform, including all products and information contained therein, (collectively, the “Materials”) available for your use subject to the Terms of Use set forth here. These Terms of Use spell out what you can expect from us and what we expect from you. Please also review the Platform Privacy Notice and Returns and Shipping Policy which, in addition to these Terms of Use, governs your use of the Platform.

 

PLEASE READ THESE ADVANTAGE TERMS OF USE FOR THE PLATFORM CAREFULLY BEFORE USING THE PLATFORM, INCLUDING THE BINDING ARBITRATION PROVISION IN SECTION 10(D). BY CLICKING OR CHECKING THE “ACCEPT” OR “SUBMIT” BUTTON OR OTHERWISE USING THE PLATFORM IN ANY MANNER (THE FIRST DATE ON WHICH EITHER OF THESE EVENTS OCCURS, THE “EFFECTIVE DATE”), YOU AND THE ENTITY YOU REPRESENT (COLLECTIVELY REFERRED TO HEREIN AS “YOU”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THESE TERMS OF USE, AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THESE TERMS OF USE. USE OF THE PLATFORM IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS HEREIN, AND ANY ADDITIONAL GUIDELINES, RESTRICTIONS, OR RULES THAT MAY BE POSTED IN CONNECTION WITH SPECIFIC SECTIONS OR SERVICES OF THE PLATFORM. ALL SUCH ADDITIONAL POSTED GUIDELINES, RESTRICTIONS, OR RULES ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS OF USE. IF THE TERMS OF THESE TERMS OF USE ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS HEREIN, NAVIGATE AWAY FROM THIS PAGE AND YOU WILL HAVE NO RIGHT TO USE THE PLATFORM. UNLESS EXPRESSLY AGREED BY ADVANTAGE, NO CHANGES TO THERE TERMS OF USE OR OTHER TERMS OR CONDITIONS RELATED TO YOUR USE OF THIS PLATFORM WILL BE BINDING ON ADVANTAGE.

 

 

To use the Platform, You must be provided an account (“Account”) by Advantage. By clicking to accept these Terms of Use when prompted on the Platform, or otherwise accessing the Platform, You are deemed to have executed these Terms of Use electronically, effective on the earlier of the date You click to accept the terms herein or first access the Platform.  Advantage offers the Platform for Your business purposes only, and not for personal, household, or consumer use. Advantage reserves the right, in its sole discretion, to refuse, suspend, or revoke Your access to the Platform upon discovery that Your conduct violates these Terms of Use, or for any other reason or no reason in Advantage’s sole discretion.

 

You represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Platform or related services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that You will immediately notify Advantage and cease using the Platform and the related services.

 

You agree to provide true, accurate, and complete information in connection with Your Account profile (where applicable) and other forms You access on the Platform or provide to us and to update Your information where necessary to maintain its truthfulness, accuracy, and completeness. You further agree that You are solely responsible for protecting Your password and controlling access to your Account. Your Account is personal to You and non-transferable.

 

 

All worldwide right, title, and interest (“Title”) in the Platform and the Materials contained therein, which includes but is not limited to all functionality and features inherent therein and/or appurtenant thereto, including all intellectual property rights, which includes but is not limited to patent, copyrights, trademarks, service marks, trade secrets, confidential and proprietary information, derivative works, know how, algorithms, formulae, computer programs, proprietary software, and any other intellectual property rights (“Intellectual Property Rights”), are the property of Advantage or its licensors, and will remain as property of Advantage or its licensors.  Advantage owns all Intellectual Property Rights associated with future improvements or updates to the Platform, including without limitation those implemented by Advantage. No Title to the Platform is transferred to You, and You have no ownership in any Intellectual Property Rights associated with any of the above.  You agree to keep the Platform free and clear of all claims, liens, and encumbrances, and any act purporting to create a claim, lien, or encumbrance on the Platform shall be void. Any right not expressly granted to You by these Terms of Use is reserved by Advantage. Any violation of this section will automatically terminate these Terms of Use and Your access to the Platform.

 

 

These Terms of Use confers only the limited right for You to access and use the Platform to request, rent, and/or purchase certain Materials for a business purpose in accordance with the terms herein and does not convey any rights of ownership to You in the Platform. You may not download, retain, disclose, allow access to, or provide copies of the Platform or any Materials (except in connection with a request for or rental and/or purchase of Materials) contained therein, or assign, sublicense, rent, sell or otherwise transfer any rights in, or Your Account for, the Platform in any form to any other party including without limitation virtual or actual hosting, third party training, commercial time-sharing, or rental.  You will not undertake any efforts to copy, analyze, modify, remove, destroy, convert, translate, decompile, disassemble, create, or attempt to recreate, by reverse engineering or otherwise, any portion related to the Platform (including without limitation any source code, object code, underlying structure, ideas, know-how, algorithms), any content therein or the Materials, to modify or adapt the Platform in any way, to use the Platform to create a derivative or competitive work, to allow others to do so, or to encourage or assist others to do so.  You further agree to use the Platform only for lawful purposes. Unacceptable uses of the Platform include, without limitation: (i) engaging in any illegal activity or the planning of any illegal activity; (ii) interfering, disrupting, or attempting to gain unauthorized access to other accounts or areas of the Platform to which You have not been granted access; (iii) disseminating or transmitting viruses, works, trojan horses, time bombs, spyware, adware, or other malicious or invasive codes or programs; (iv) exporting, re-exporting, or permitting the downloading of any message, software or content in violation of any applicable export or import laws, regulations or restrictions; and (v) creating, disseminating or transmitting files, graphics, or other statements or material that are abusive, obscene, pornographic, defamatory, threatening, or that infringe on the intellectual property or publicity rights of any person. Any violation of this section will automatically terminate these Terms of Use and Your access to the Platform.

 

 

In connection with Your access to and use of the Platform, You will have access to certain confidential, proprietary, non-public information owned by Advantage or its licensors (the “Confidential Information”).  You shall at all times hold the Confidential Information in confidence, use best efforts to protect the Confidential Information, not disclose or share the Confidential Information with any third party, or otherwise use the Confidential Information for any purpose other than the sole purpose of using the Platform as permitted hereunder. You may not download, make copies of, or otherwise retain any Confidential Information, and shall immediately upon the termination of these Terms of Use or at any time upon Advantage’s request permanently destroy any Confidential Information that may be in Your possession, and certify such destruction to Advantage. For purposes of these Terms of Use, Confidential Information means any information (oral, written or digital) provided or prepared by Advantage or its licensors that is provided to, or obtained by, You, including but not limited to information which relates to research, markets, products or product plans, software, developments, inventions, processes, designs, drawings, technical data, know-how, hardware configuration information, marketing, and finances of Advantage or its licensors, as well as all content or Materials contained within the Platform. Any violation of this section will automatically terminate these Terms of Use and Your access to the Platform.

 

 

YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM AND MATERIALS IS AT YOUR SOLE RISK. ADVANTAGE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM, THE PLATFORM ITSELF, OR ANY OF THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATIONS WILL BE ERROR-FREE.  THE PLATFORM AND THE MATERIALS ARE PROVIDED “AS IS,” AND ADVANTAGE ALONG WITH THIRD PARTY SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING UNDER A COURSE OF DEALING OR CUSTOM IN THE INDUSTRY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. ADVANTAGE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ADVANTAGE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ADVANTAGE NOR ANY OF ITS THIRD PARTY SUPPLIERS OR LICENSORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM OR ANY MATERIALS THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED; (B) THE PLATFORM WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PLATFORM OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR PERFORM AS INTENDED; (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PLATFORM (OR ANY SERVER(S) THAT MAKE THE SERVICES AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  

 

 

ADVANTAGE, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES, SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM, YOUR USE OF MATERIAL OR INFORMATION OBTAINED THROUGH THE PLATFORM, OR ANY MATTER BEYOND ADVANTAGE’S REASONABLE CONTROL, IN EACH CASE EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

 

 

You agree to defend, indemnify and hold Advantage, its affiliates, and each of their respective directors, officers, directors, employees, agents and other representatives harmless from and against any claims, actions, demands, liabilities, damages, costs and expenses (including reasonable attorney’s fees) resulting from or arising out of Your use of the Platform or Materials, or Your violation of these Terms of Use.

 

 

The Platform may permit You to link to other websites or resources on the internet, and other websites or resources may contain links to the Platform. when you access third-party websites, you do so at your own risk. These other websites are not under Advantage’s control, and you acknowledge that Advantage is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. 

 

 

Advantage retains the right to immediately prevent or restrict access to the Platform or take any other action as necessary in case of technical problems, infringing or objectionable actions, actions in violation of law or these Terms of Use, or any other reason in the sole and absolute discretion of Advantage. 

 

 

a. Assignment. You may not assign, delegate or transfer your Account or any rights or obligations hereunder without Advantage’s prior written consent.

b. Changes to these Terms of Use. No waiver, alteration, or modification of any provision of these Terms of Use shall be binding unless in writing and signed by Advantage. These Terms of Use may be changed at any time, without prior notice to you. While Advantage will use commercially reasonable efforts to inform You of changes to these Terms of Use, it is Your responsibility to check periodically for changes, and Your continued use of the Platform following such change constitutes acceptance of those changes

c. Force Majeure. Advantage will not be responsible for the failure to perform or any delay in the performance of any obligation with respect to the Platform due to accidents, fires, floods, telecommunications or internet failures, strikes, wars, riots, rebellions, blockades, acts of government, restrictions imposed by law, or any other reason outside the reasonable control of Advantage. 

d. Arbitration. Any dispute relating in any way to your use of the Platform or these Terms of Use shall be submitted to confidential arbitration in Orange County, California, except that, to the extent You have in any manner violated or attempted or threatened to violate Advantage’s Intellectual Property Rights or Confidential Information, Advantage may seek injunctive, equitable or other appropriate relief in any state or federal court of competent jurisdiction. Arbitration under these Terms of Use shall be conducted under the rules then prevailing of JAMS (www.jamsadr.com). The arbitrator’s award, including attorney’s fees, shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use shall be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise.

e. Governing Law. These Terms of Use shall be governed by the laws of the State of California without regard to its conflicts of law provisions. 

f. Termination. These Terms of Use are effective until terminated by either party. You may terminate these terms at any time by discontinuing use of the Platform .Upon termination, you must cease use of the Platform and destroy all Materials obtained from this Platform and all copies thereof, whether made under these Terms of Use or otherwise, except for those Materials purchased in full through the Platform.

g. Security. If you use this Platform, you are responsible for maintaining the security and confidentiality of your Account and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account. You agree to (a) immediately notify Advantage of any unauthorized use of your Account or and other breach of security, and (b) ensure that you exit from your Account at the end of each session. Advantage cannot and will not be held liable for any loss or damage arising from your failure to comply with this section. Advantage reserves the right to monitor all network traffic to this Platform to identify and/or block unauthorized attempts or intrusions to upload or change information or cause damage to this Platform in any fashion. Anyone using this Platform expressly consents to such monitoring.

h. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of these Terms of Use or related to your Use of the Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.

i. Waiver; Severability. The failure of Advantage to require or enforce strict performance by You of any provision of these Terms of Use or to exercise any right hereunder shall not be construed as a waiver of relinquishment of Advantage’s right to assert or rely upon such provision. If any provision of these Terms of Use is declared illegal, invalid or unenforceable, that provision shall be severed and the remainder shall remain in full force and effect.

j. Entire Agreement. These Terms of Use constitutes the entire agreement between You and Advantage with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.