TERMS OF SERVICE

Bomler by natific is the industry platform for connecting suppliers to brands with ethical sustainability goals where both parties value relationships and transparent supply chains.

Our mission is to provide reliable means to enable you to make better decisions for economic value, product quality and the social/environmental impact in your product manufacturing. We believe that in combination, customer demand, brand commitment, and real-impact data can enable effective supply chain transparency and contribute to an environmentally sustainable future for us all.

Service Extensions or Updates

Customer further agrees that, unless explicitly stated otherwise, any new features that augment or enhance the Service, and or any new service subsequently purchased by Customer pursuant to an amendment accepted by Natific referencing this Agreement will be subject to this Agreement.

Customer Must Have Internet Access

In order to use the Service, the Customer must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based Content.

Email and Notices

Customer agrees to provide Natific with Customer’s e-mail address (es), and to accept emails (or other Electronic Communications) from Natific at the e-mail address Customer specifies. Notwithstanding any provision in the Agreement to the contrary, acknowledgement by an officer of Customer is not required with respect to e-mail communications pertaining to the Customer’s routine use of the Service, including without limitation communications relating to the support, maintenance, or the updating of the Service. Customer further agrees the Natific may provide any and all required notices including legal notices to Customer through either e-mail (or other electronic transmission), or by mail or express delivery service in accordance with Section 14.

Passwords, Access, and Notification

The customer may designate up to the number of Users that corresponds to the number of permitted Users according to each bomler by natific subscription. The customer will provide usernames for each authorized User for each license purchased. Each User will be responsible for setting their own unique password in the Natific customer management portal. Customer acknowledges and agrees that Customer is prohibited from sharing passwords and or usernames with unauthorized users. Customer will be responsible for the confidentiality and use of Customer’s (including its employees’) passwords and usernames. The customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account. Natific will act as though any Electronic Communications it receives under Customer’s passwords, Username, and/or account number will have been sent by Customer. Customer agrees to notify Natific if Customer becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords, usernames, and/or account number. The foregoing shall also apply to any Purchase Order Forms submitted by the Customer for further User licenses.

Customer’s Responsibilities

Customer agrees to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. Customer will ensure that any use of the Service by Customer’s Users is in accordance with the terms of this Agreement. Customer agrees to notify Natific immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Customer Data. Customer acknowledges and agrees that the Service is subject to the U.S. Export Administration Laws and Regulations. Customer agrees that no part of the Service or information obtained through use of the Service, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations and are subject to change without notice, and Customer must comply with the list as it exists in fact. Customer certifies that neither Customer nor any Users are on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List. Customer agrees to comply strictly with all U.S. export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. Any unauthorized use of the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

In addition to its responsibilities in this Agreement, Customer is responsible for all Customer responsibilities and all other responsibilities not designated as responsibilities of Natific.

The customer is solely responsible for obtaining all licenses and permissions necessary related to the Content, including without limitation licenses for any third-party software included in the Content.

The customer shall not resell the purchased Services directly or indirectly to third parties.

Transmission of Data

The customer understands that the technical processing and transmission of the Customer’s Electronic Communications is fundamentally necessary to the Customer’s use of the Service. Customer expressly consents to Natific’s interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the internet, and over various networks, only part of which may be owned and/or operated by Natific. The customer acknowledges and understands that changes to the Customer’s Electronic Communications may occur to conform and adapt such data to the technical requirements of connecting networks or devices. The customer further understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. Customer agrees that Natific is not responsible for any Electronic Communications and/or Customer Data which are lost, altered, intercepted, or stored without authorizations during the transmission of any data whatsoever across networks not owned and/or operated by Natific.

Natific’s Support

Natific will make commercially reasonable efforts to promote Customer’s successful utilization of the Service, including but not limited to maintenance and support of the Base Components, providing Customer with user guides and online help, and product support. Product Support pertains to support designed to remedy errors in Natific Software that cause it to deviate from the specifications as described in the SaaS Materials. Natific also offers “for fee” extended support options and Professional Services consultation, which services may include, among other things, training services, business and process consulting, submission processing support, submission migration services and system configuration.

Confidential Information

Each party may have access to information that is confidential to the other party (“Confidential Information”). For purposes of this Agreement, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Customer’s Confidential Information shall include, but not be limited to, Customer Data. A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information, as established by written records. The parties agree to use commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that Natific may disclose Customer’s Confidential Information to its Third-Party Vendors solely to the extent necessary to provide products or services under this Agreement. This Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential Information (the “Responding Party”) shall first have given sufficient and prompt written notice to the other party of the receipt of any subpoena or other request for such disclosure, so as to permit such party an opportunity to obtain a protective order or take other appropriate action. The Responding Party will cooperate in the other party's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information. If the Responding Party is compelled as a matter of law to disclose the Confidential Information, it may disclose to the party compelling the disclosure only that part of the Confidential Information as is required by law to be disclosed.

Notwithstanding anything to the contrary in this Agreement, Content is not included in Confidential Information as defined above. To the extent Natific has any access to Content in the course of providing the Services, Natific’s entire obligation to keep Content confidential is stated in this Section below. Natific shall not, intentionally (i) access Customer’s Content or (ii) disclose Customer’s Content to any third party, except to the extent: (a) Customer makes its Content publicly available, (b) as necessary for Natific to provide, or obtain third-party supplier support for, the Services or to provide information requested by Customer, or (c) as specifically authorized by Customer in writing. Natific’s obligation to protect Content from unauthorized use, access or disclosure is: (i) to provide the Security Services specifically set forth in this Agreement and (ii) maintain and enforce the then-current standard Natific security policies and standards applicable to the Services as practiced at the service locations from which Natific is providing the Services to Customer.

The obligations in this Section shall not apply to the recipient of Confidential Information and/or Natific with respect to Content to the extent disclosure of Confidential Information or Content is required to comply with laws or respond to requests by a regulatory or judicial body and/or as otherwise required for legal process. In the event that any such disclosure is required, the recipient, and/or Natific with respect to Content, reserves the right to charge the other party on a time-and-materials basis for recipient’s/Natific’s reasonable efforts related to its compliance and response, including, if applicable, reasonable attorney’s fees.

User Data Sharing

By acknowledging the terms of service as listed in Natific’s customer portal (portal.natific.com), the systems SaaS subscriber/user grants access to their individual or company information or data to those companies to which they have granted or requested a Natific system connection through a brand, vendor, dyehouse or other supply chain member or by accepting another companies’ invitation to share information within Natific systems. This shared information shall include specific system user or user company details, photos, products, certifications, team members, supply chains, resources used to manufacture a product or product component.

Continuation of Agreement in a Sale.

Nothing in this Agreement shall preclude or impair Natific from (i) consolidating or merging into or with another entity, or (ii) transferring all or any substantial portion of its assets (which may include this Agreement) to another person or entity which assumes this Agreement and the obligations of the Natific hereunder in writing. Upon such consolidation, merger, or transfer of assets and assumption, the term “Natific” as used herein, shall mean such surviving or consolidated entity or such assignee, as the case may be, and this Agreement shall continue in full force and effect. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than 90 days prior to the date on which it would otherwise terminate in each applicable year, notwithstanding the fact that more than 365 days may have elapsed since the date on which such approval was last given.