These Terms of Use govern your access to and use of Model N’s Web sites (collectively the “Site”), our mobile device application (“App”), any information, text, graphics, or other materials appearing on the Site (the “Content”), and any services provided through the Site or our App. Your access to and use of the Site, App, Content, and/or Services are expressly conditioned on your compliance with these Terms of Use. To make these Terms of Use easier to read, the Site, our services and App are collectively called the “Services.”

In the event that you were provided with an account profile, access ID and/or password to access the Services by your company, institution, or other organization or entity (such as your employer), in addition to these Terms of Use, your use of the Services is governed by the subscription service terms and conditions (collectively, the “Service Agreement”) between such entity and Model N. If there is a conflict between the terms and conditions of this Terms of Use and the Service Agreement, the Service Agreement will govern and control.

BY ACCESSING OR USING THE CONTENT OR SERVICES, YOU AGREE TO, AND WILL BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS OF USE.

Modification of Terms of Use

You acknowledge and agree that Model N may revise these Terms of Use from time to time. By continuing to access or use the Content or Services after Model N makes any such revision, you agree to be bound by the revised Terms of Use.

Privacy

See Model N’s Privacy Policy for information and notices concerning Model N’s collection and use of your personal information.

Guard Your Password

You are responsible for safeguarding the password that you use to access any secure areas of the Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Model N of any unauthorized use of your password.

Your Use of the Content and Apps

Subject to your compliance with these Terms of Use, Model N grants to you a limited non-exclusive, non-transferable license, with no right to sublicense: (a) to download, view, and print a single copy of any Content; and (b) to install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App, in either instance, solely for your personal and non-commercial purposes, and subject to the restrictions set forth in these Terms of Use. In addition, you may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms of Use, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means.

Model N Property

All right, title, and interest in and to the Content and Services are and will remain the exclusive property of Model N and its licensors. The Content and Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Use, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Content, or Services. You may not copy or modify the HTML code used to generate web pages on the Site. You may not use the Content, or Services on or in connection with any other website, for any purpose. Model N respects the intellectual property rights of others and expects our users to do the same. Unauthorized copying, modification, distribution, public display or public performance of a copyrighted work is an infringement of the copyright holder’s rights. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Model N’s Designated Agent. All inquiries not relevant to the following procedure will not receive a response.

General Prohibitions

You agree not to do any of the following while using the Content or Services:

• Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another’s rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
• Access, tamper with, or use non-public areas of the Site, Model N’s computer systems, or the technical delivery systems of Model N’s providers;
• Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
• Attempt to access or search the Content or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Model N or other generally available third party web browsers (such as Microsoft Internet Explorer or Netscape Navigator);
• Send unsolicited email, junk mail, “spam”, or chain letters, or promotions or advertisements for products or services;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Content or Services to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Content, or Services;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or
• Impersonate or misrepresent your affiliation with any person or entity.

Model N will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. Model N may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Model N has no obligation to monitor your access to or use of the Content and Services, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that Model N is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Model N of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination

If you violate any of these Terms of Use, your permission to use the Content and Services will automatically terminate. Model N reserves the right to revoke your access to and use of the Content and Services at any time, with or without cause. Model N also reserves the right to cease providing or to change the Content or Services at any time and without notice.

Use of the Content and Services at Your Own Risk

Your access to and use of the Content and Services is at your own risk. Model N will have no responsibility for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site, Content, or Services.

The Services Available “AS-IS”

THE CONTENT AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MODEL N EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT. MODEL N MAKES NO WARRANTY THAT THE CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. MODEL N MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE CONTENT OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CONTENT OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MODEL N OR THROUGH THE CONTENT, OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold harmless Model N, its officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Content or Services, or your violation of these Terms of Use.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MODEL N NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CONTENT, OR SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE CONTENT, OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT MODEL N HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT MODEL N IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, MODEL N WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES.

YOU AGREE THAT THE AGGREGATE LIABILITY OF MODEL N TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE CONTENT OR SERVICES IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO MODEL N FOR ACCESS TO AND USE OF THE CONTENT OR SERVICES UNDER THE ORDER OR STATEMENT OF WORK GIVING RISE TO SUCH LIABILITY FOR THE TWELVE (12) MONTHS PRECEDING ANY CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MODEL N AND YOU.

Construction

In the event that any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions of these Terms of Use will remain in full force and effect. The failure of Model N to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision.

Controlling Law and Jurisdiction

These Terms of Use and any action related thereto will be governed by the laws of the State of California without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Use will be the state and federal courts located in San Francisco County, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Use are the entire and exclusive agreement between Model N and you regarding the Content and Services, and these Terms of Use supersede and replace any prior agreements between Model N and you regarding the Content and Services.

If you have any questions about these Terms of Use, please contact Model N at legal@modeln.com. You can also send your request to: Model N, Inc., Attn.: Office of the General Counsel, 777 Mariners Island Blvd., Suite 300, San Mateo, CA 94404 USA

Trademarks

Model N and the Model N logo are trademarks of Model N, Inc. All other trademarks are the property of their respective owners.

Copyright

Copyright © 2024 Model N, Inc. 777 Mariners Island Blvd., Suite 300, San Mateo, CA 94404 USA. All rights reserved.