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Terms of Use


Parthenon Globalsystems, LLC. (hereinafter referred to as Parthenon) operates this Site to provide online access between entities who collaborate on contracted services via the ContractURL™ platform and ProviderGateway-Contract Services Manager powered by ContractURL™ (hereinafter collectively referred to as "the Service"), accessible from a secure web address (hereinafter referred to as the “Site”). By accessing and using this service, you agree to each of the terms and conditions set forth herein ("Terms of Use"). Additional terms and conditions applicable to specific areas of this Service or to particular content or transactions are also posted in particular areas of the Service including help screens, and, together with these Terms of Use, govern your use of those areas, content or transactions. These Terms of Use, together with applicable additional terms and conditions, are referred to as this "Agreement."

Parthenon reserves the right to modify this Agreement at any time without giving you prior notice. Your use of the service following any such modification constitutes your agreement to follow and be bound by the Agreement as modified. The last date these Terms of Use were revised is set forth below:

• November 2020

1. Definitions

“You,’ ‘Your,’ and ‘Customer” means the person, company, or organization that subscribes to the Service. “We,’ ‘Our,’ ‘Us,’ ‘Parthenon’, and ‘ProviderGateway” refers to the organization that maintains and operates the Parthenon suite of services, its owners, subsidiaries and affiliates. “Service(s)” refer to the communication services you have asked us to provide to you. “Service Agreement” means the form (whether paper or electronic) on which you apply for services and includes certain terms and conditions of the services.

2. Privacy

Parthenon's confidentiality policy is described on Parthenon website at Please consult it to learn Parthenon's current policies to protect the privacy of your information.

3. Responsibility for Content of Your Communications

You agree that you are solely responsible for the content of all visual, written, or audible communications sent by you. You agree that you will not use the Services to send unsolicited mass mailings outside your company or organization. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Parthenon is not responsible for any such communications, Parthenon may delete any such communications of which Parthenon becomes aware, at any time without notice. Other terms of use are contained on the service website, including your custom portals directing users to the services, and are provided conveniently to your users for agreement prior to accessing the system.

4. Services

Parthenon shall perform the services necessary to host and maintain the service on a remote, outsource basis, and provide you with access via an internet browser. Maintenance services consist of patches, updates and enhancements to the System as Parthenon, in its sole discretion, may from time to time release; and Help Desk support, available Monday through Friday from 9:00 a.m. to 5:00 p.m. EST, Monday through Friday. We also provide System Security and Information Protection, Disaster Recovery, System Availability on a 24/7 Basis, and authenticated system access for all approved users for the service.

5. Subscriber Right to Access the Service

Parthenon operates this site on a subscription or contracted basis. Your rights to access this site remain in force if you are within the valid dates of a paid contract or other valid subscription.

6. Use of Service

You may use the service, the site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the site (singly or collectively, the "Content") solely for the purposes of contract management, contract monitoring and control, to further learn about other users organizations featured in the site’s directories or to obtain information posted throughout the sites webpages. No right, title or interest in any content is transferred to you, as a result of entering such content or otherwise. Parthenon reserves complete title and full intellectual property rights in all content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, transmit, or derive another work from any content obtained from the service, except as expressly permitted by the Terms of Use.

7. Copyright

The site and the content are protected by U.S. and/or foreign copyright laws, and belong to Parthenon and its owners. The copyrights in the content are owned by Parthenon or other copyright owners who have authorized their use on the service.

8. Trademarks

You are prohibited from using any of the marks or logos appearing throughout the service without permission from the trademark owner, except as permitted by applicable law.

9. Links to Third-Party Web

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

10. Links to This Site

You may link to this service from other websites but, unless specifically authorized by Parthenon, you may not connect "deep links" to the site, i.e., create links to this site that bypass the home page, security features or other parts of the Site. You may not mirror or frame the home page or any other pages of this Site on any other web site or web page.

11. Uploads, Downloads and Links from this Site

This service contains features that allow users to upload files, link to other websites and to download content such as forms, files and content available from other websites. While Parthenon takes appropriate precautionary steps to avoid viruses or other malicious interfaces to its system, it cannot and does not guarantee or warrant that files or links accessible through the site will be free of infection by software viruses or other harmful computer code, files or programs.

12. Term

You agree to subscribe to the services for the number of users and length of time identified in the electronic subscription form or on the paper form as applicable.

13. Payments

  1. Automatic Payment: If you have authorized payment for services by debiting a bank account, no additional notice or consent is required before we debit the bank account monthly or annually for all amounts due to us for any reason. We may accept late payments, partial payments, or any payments marked as being “payment in full” or as being settlement of any dispute without losing any of our rights under this Agreement. You agree to pay costs and fees we incur to collect an unpaid balance from you.
  2. Credit Card: If you have authorized payment for services by debiting a credit card, no additional notice or consent is required before we debit the card monthly for amounts due us for any reason.
  3. Government/Corporate/Enterprise Agreements: If you have authorized payment for services by a contractual agreement, we would receive the amounts due prior to initiating services and no further notice is due.

14. Termination

You may terminate this Agreement at any time by discontinuing your use of the Parthenon system. No refunds apply after the start date of the subscription renewal, and continued access to the service will be provided through and until the end of the initially agreed upon term. Refunds will be provided if requested 30 days prior to the start date of a subscription term for which payment was made.

15. Indemnification

You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless Parthenon Globalsystems, LLC, its owners, affiliated companies, joint ventures, business partners, licensors, licensees, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site, the Service, or the Content, or any violation by you of this Agreement.

16. Privacy

Please refer to our confidentiality and privacy policy found elsewhere on this site.

17. User Conduct

You agree to use this service only for lawful purposes. You agree not to take any action that might compromise the security, integrity, and confidentiality of the service, render the service inaccessible to others or otherwise cause damage to the service or the Content. You agree not to add to, subtract from, or otherwise modify content not originated by you, or in a way that would be misleading, or to attempt to access any content that is not intended for you. You agree not to use the service in any manner that might interfere with the rights of third parties. Please refer to our confidentiality and privacy policy elsewhere on this site.

18. User Supplied Information

Parthenon will receive confidential information from you via the service. You agree that for any material, information, or client data you transmit to us or post to the Site (each a “Submission or collectively "Submissions"), (1) you guarantee to us that you have the legal right to post the submission and that it will not violate any law or the rights of any person or entity, and (2) you give Parthenon the irrevocable, perpetual, right to use, display and create derivative works (e.g., reports, graphs, charts) from the submission, as long as no information that personally identifies any individual is revealed or shared in any way, and (3) you give Parthenon the right to delete and purge data submissions over 12 months old, no longer acted on by any subscriber, according to Parthenon’s prevailing data retention policy, or according to specific and express agreements entered into with your organization.

19. Password Security

If you register or subscribe to become a service subscriber, you are responsible for maintaining the confidentiality of your member identification and password information, and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your member identification and password.

20. Limitation of Liability

IN NO EVENT WILL PARTHENON BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (II) ANY TRANSACTIONCONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICE, OR THE CONTENT, EVEN IF PARTHENON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, PARTHENON’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00. To the maximum extent permitted by applicable law, in no event will Parthenon or its affiliates, suppliers and partners be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the services or the provision of or failure to provide technical or other support services, whether arising in tort (including negligence) contract or any other legal theory, even if Parthenon, its affiliates, suppliers or partners have been advised of the possibility of such damages.

21. Disclaimer of Warranties

PARTHENON MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT. PARTHENON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE, THE SERVICE, THE CONTENT, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. PARTHENON DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. PARTHENON DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. You agree to indemnify, defend and hold harmless PARTHENON, its owners, affiliates, officers, directors, employees, consultants, agents, suppliers and Partners from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney’s fees) arising from your use of the Services, your violation of this Legal Notice or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Some jurisdictions do not allow limitations on implied warranties, so the above limitation may not apply to you. In that event, such warranties are limited to the minimum warranty period allowed by the applicable law.

22. Assignment

You may not assign or transfer this Agreement or any rights or obligations under this Agreement, to any other entity, whether by merger, acquisition or otherwise, without Parthenon’s prior written consent. Any assignment or transfer in violation of this section will be void. This Agreement will be binding upon and inure to the benefit of each party's permitted successors and assigns.

23. Waiver and Severability

Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction, or arbitrator, to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

24. General Provisions

  1. Entire Agreement/No Waiver: These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Parthenon of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
  2. Correction of Errors and Inaccuracies: The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Parthenon therefore reserves the right to correct any errors, inaccuracies, or omissions and to change or update the Content at any time without prior notice. Parthenon does not, however, guarantee that any errors, inaccuracies, or omissions will be corrected.
  3. Enforcement/ Choice of Law/ Choice of Forum: If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of this Agreement, all of which will remain in full force and effect. Any and all disputes relating to this Agreement, Parthenon’s Privacy Policy, your use of the Site, any other Parthenon web site, the Service, or the Content are governed by, and will be interpreted in accordance with, the laws of the State of Ohio, without regard to any conflict of law’s provisions.