Vendor - Terms of Use

Effective: October 2020

Welcome to the Prologis Facility Management platform (the “Platform”) operated by Prologis Essentials LLC. (referred to as “Prologis” or “we”, “us” or “our”). By accessing, browsing and using the Platform, you  (“you” or “Vendor”)  acknowledge and agree to have read, understood and agreed to all of the terms and conditions outlined herein. Please therefore read these terms of use (“Terms of Use” or “Terms”) carefully before using the Platform.  If you are a Vendor and you do not agree with these Terms of Use, or if you are unwilling or unable to be bound by them, please do not use the Platform. 

Definitions

Customer means any tenant of Prologis or of a Prologis managed venture.

Customer Services means any Services other than Prologis Services.

Prologis FM Agreement means the agreement entered into between Prologis or one of its affiliates and Vendor in respect of facility management, technical management, facility services and other property related services.

Prologis Services means the services that Prologis is responsible for in its role of the landlord under the terms of its leases with Customers.

Service Agreement means the agreement to be entered into by Customer and Vendor for the supply by Vendor of its Services to Customer.

Services means any facility management, technical management or other property related services provided by Vendors in response to tickets, orders or any other requests for services made by the Customers or by Prologis through the Platform.

Users means the users of the Platform including Vendors, Customers and Prologis personnel.

The Scope of the Platform

The Platform (including its content and infrastructure) is provided and operated by Prologis in order to facilitate our real estate management and technical support. Through the Platform, Customers and Prologis personnel can place tickets, orders and make requests for the Services, and Vendors can reply to such requests. Only Vendors which have entered into the Prologis FM Agreement will be given access to the Platform. Prologis does not charge a fee for the use of the Platform.

The Platform may also be used for the storage of information, documents and other materials relevant to the Services and as a communication tool in respect of the Services.

Operation of the Platform 

• Account Creation. Vendors and Customers need to create an account to access the Platform. Users must provide accurate, current and complete information during the Platform registration process and keep their account or profile up-to-date at all times. Users must maintain the confidentiality and security of their account and profile credentials and may not disclose such credentials to any third party outside its affiliates. 
• Ticket and offer process. Customers and Prologis personnel can place tickets on the Platform to request specific Services. After the assessment of the ticket by Vendor, an offer is prepared by Vendor and an email notification of the offer is sent to the relevant Customer. Such notification specifies whether the requested Services are Prologis Services or Customer Services and the offer is routed for consideration to Prologis (for Prologis Services) or to Customer (for Customer Services). 

Prologis Services

The rights and obligations of Prologis vis-à-vis Customer in respect of Prologis Services are determined by the provisions of the relevant lease agreement. The rights and obligations of Prologis vis-à-vis Vendor providing Prologis Services are determined by the provisions of Prologis FM Agreement. 

These Terms of Use govern the operation of the Platform only and nothing in these Terms of Use is intended to affect or alter the provisions of such lease agreement or the Prologis FM Agreement. In the event of any contradictions between these Terms of Use and such agreements, the terms of the agreements will prevail.

Customer Services

In respect of Customer Services, the following provisions apply:

• No Guarantees or Endorsements. Customers are fully responsible for submitting tickets, accepting or rejecting any offers and managing any further interaction with Vendor, including negotiating and signing a Service Agreement and acceptance of the Customer Services. Acceptance of Vendor’s offer by Customer means confirmation by Customer that the services to which the offer relates are Customer Services (and not Prologis Services). Vendors are fully responsible for processing tickets, providing offers to Customer and managing any further interaction with Customer, including negotiating and signing a Service Agreement and providing the Customer Services. We make no guarantees, warranties or representations regarding (i) Users including their identity, background or conduct as may be relevant to the provision of the Customer Services, (ii) the availability, suitability, skills or undertakings of Vendor or the quality or outcome of the work that Vendor may perform if Customer retains their Customer Services, (iii) legality, quality, accuracy and completeness of any Customer Services (and accuracy of their description), offers, acceptance of offers or any information provided by Vendors or Customers through and on the Platform or otherwise. Prologis does not endorse or recommend the Customer Services of any particular Vendor. We do not independently verify their representations about their Customer Services, nor validate any reviews. It is entirely up a Customer to make any order, ticket or request or accept any offer for the Customer Services and enter into a Service Agreement with a Vendor. Neither Vendors nor Customers are employees or agents of Prologis nor is Prologis an agent of a Vendor or a Customer. 
• No Contracting via the Platform. Vendors are solely responsible for their pricing and offering in respect of the Customer Services. Prologis does not guarantee or warrant such pricing. Any responses provided by Vendors via the Platform are not contractually binding offers. In order to form a contractual arrangement with Vendor in respect of the Customer Services, Customer must work directly with such Vendor. Prologis does not perform, and is not responsible for, any of the Customer Services. Rights and obligations of the Users under the Service Agreement are governed by the terms of such agreements and by applicable laws. Prologis is not a party to such Service Agreements. All payments and applicable taxes relating to the Customer Services must be made by Customer to Vendor in accordance with the Service Agreement and any other applicable terms agreed between Vendor and Customer.
• Release from Damages or Claims. Should you have a dispute with respect to any other User in relation to any Service Agreement or the Customer Services or the fees charged in this respect, you must address such dispute with the User directly. Should you escalate any issue in this respect to us, we will communicate the facts relating to your dispute to the relevant User. User hereby agrees to release Prologis (and our officers, directors, shareholders, affiliates, employees and agents or others involved in making available the Platform) from any damages or claims (including consequential and incidental damages) of every kind or nature, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such disputes and dealings between Users.

Updates to Terms of Use

Prologis reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms of Use, in whole or in part, at any time by posting revised Terms of Use on Facility Management Platform, and we will note near the top of this page the date that any changes are made. Changes in these Terms of Use will be effective when such change is posted. You are advised to review these Terms of Use on a regular basis. Your continued use of Facility Management Platform after any changes to these Terms of Use are posted will be considered acceptance of those changes. Prologis may terminate, change, suspend or discontinue any aspect of Facility Management Platform, including the availability of any features of Facility Management Platform, at any time. Prologis may also impose limits on certain features and services or restrict your access to parts or all of Facility Management Platform without notice or liability. Prologis may terminate the authorization, rights and license given herein.

Privacy Policy

Please review our Privacy Policy, which describes and explains our collection and use of your personal data in connection with Facility Management Platform

Your Use of Facility Management Platform

General
We grant you permission to use the Platform subject to the restrictions in these Terms of Use. By using the Platform, you agree: (a) that you are 18 years or older (b) a representative of a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established, and have the requisite power and authority to enter into these Terms of Use; (b) that You have the authority to bind and represent Your employer organization regarding purchases or in communicating with Prologis through the Platform; (c) to accurately furnish all contact and other information requested by Prologis and to promptly notify Prologis of any change in the information; (d) to not use the Platform in violation of any laws, regulation or court order, or for any unlawful or abusive purpose; (e) to not use the Platform in any manner unintended by Prologis; (f) to not use the Platform in any manner that could harm Prologis, its service providers, its affiliates, or any other person; and (e) to comply with any other reasonable requirements or restrictions requested or imposed by Prologis. Your use of the Platform is at your own risk, including the risk that you might be exposed to Public Postings (as defined below) that are offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. If you are using the Platform on behalf of your employer, it means you are authorized to accept the Terms of Use on your employer's behalf.

Account and Password 

You must create an account to access the Platform. When you register through the Platform, you will be issued an account which will have an assigned user name and password that should not be shared with others. You are responsible for maintaining the confidentiality of your user name and password. 

You are solely responsible for all transactions, communications, and acts or omissions that occur through the use of your user name and password by you or any person or entity using a password provided to you, whether or not such access or use has been authorized by you. 

You are responsible to notify Prologis and request deactivation of your account upon leaving the supplier organization to which it was provisioned. 

Prologis will not be responsible or liable for any loss or damage arising from your failure to comply with this provision. If you believe that someone has used your account to access the Platform, contact us immediately. 

Your use of the Platform is at your own risk, including the risk that you might be exposed to Public Postings (as defined below) that are offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. If you are using the Platform on behalf of your employer, it means you are authorized to accept the Terms of Use on your employer's behalf.

Prohibited Uses
You are prohibited from using the Platform in a way that:

• is unlawful, threatening, bullying, violent, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, tortious, indecent, vulgar, profane, obscene, or that Prologis deems in its sole discretion to be inappropriate for this the Platform;
• victimizes, harasses, "stalks," degrades, attacks or intimidates an individual or group of individuals on any basis, including but not limited to religion, gender, sexual orientation, race, ethnicity, age or disability;
• tries to gain unauthorized access to the Platform, their computers and networks, or their user data, or that otherwise modifies or interferes with the use or operation of the Platform;
• dilutes or otherwise harms Prologis brand or image in any way, including through unauthorized use of Public Postings or Suggestions;
• violates or infringes anyone else's rights or otherwise causes harm to anyone;
• imposes an unreasonable or disproportionately large load on Prologis’ infrastructure, including but not limited to transmitting spam or using other such unsolicited mass emailing techniques;
• transmits or contains computer viruses or other disruptive, damaging or harmful files or programs; or
• otherwise violates these Terms of Use or any other guidelines or policies of Prologis or posted on the Platform and any applicable laws or regulations.

Use of The Platform Content

All information and content included on The Platform are provided “as is” and without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties, conditions or other terms of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.

Prologis strives to provide accurate and up-to-date material on The Platform. However, Prologis makes no warranties, conditions, representations or other terms as to the accuracy or timeliness of the material provided through The Platform. Prologis assumes no liability or responsibility for any errors or omissions on The Platform. The information and opinions contained on The Platform are provided by Prologis for informational purposes only and are subject to change without notice. Nothing contained on The Platform constitutes investment, legal, tax or other advice nor is it to be relied on in making an investment or other decision. You should obtain relevant and specific professional advice before making any investment decision. Prologis cannot be held responsible for any errors, any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of The Platform or otherwise).

Public Postings

Users may leave, on The Platform, a public review (“Review”) and provide a rating (“Rating”) about the performance of products and services.

The Platform may also contain a discussion forum (“Public Forum”) with interactive features that may allow you and other Users to post materials such as stories, comments, photos, opinions, your name, email address, and company name, and other information (“Postings”, together with “Ratings” and “Reviews” referred to as “Public Postings”). Public Postings have not been verified or approved by us. The views expressed by other Users on The Platform do not represent our views or values.

In order to submit a Public Posting, you will need to provide certain information about yourself. You may not provide any false personal information and may not impersonate someone else or submit a Public Posting for anyone other than yourself. Please also refer to our Privacy Policy.

You are responsible for the content and consequences of your own Public Postings. You represent that you own, or have the necessary permissions to use and authorize the use of Public Postings as described herein. Your Public Postings cannot (i) contain material that is false, intentionally misleading, or defamatory; (ii) use any profanity or obscenities, including any "masked" vulgarity, obscenity or profanity; (iii) violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iv) contain material that is unlawful, including hate speech, is pornographic, or exploits or otherwise harms minors; (v) contain any personally identifiable or financial information of, or other information which might be used to identify or locate, another User; (vi) contain material that is commercial in nature, including, for example, advertising, promotional or marketing materials, paid links, affiliate marketing, link spam, or any other kind of spam, phishing or unsolicited messages; or (vii) violate or advocate the violation of any law or regulation.

While your name, email address, and/or company name that you submit with the Public Postings may be published in connection with the Public Posting, we discourage you from disclosing any other personally identifiable information in your Public Postings.

We do not actively monitor or edit the information in Public Postings but we reserve the right to remove any Public Posting if, in our opinion, the Public Posting does not comply with the content standards set out in these Terms of Use or with applicable laws.

If you wish to complain about information and materials uploaded by other Users please contact us on our contact page.

Right to Use Public Postings and Suggestions

While Prologis does not claim ownership of any Public Postings or of any ideas, suggestions or feedback that you may otherwise provide to Prologis (“Suggestions”), by submitting a Public Posting or a Suggestion, you hereby authorize and grant to Prologis for the entire duration of protection of the applicable rights, the worldwide, irrevocable, non-exclusive, transferable, sub- licensable, assignable, royalty-free right and license to use, display, commercialize, reproduce, publish, modify, distribute, perform and publicly display the Public Postings and Suggestions in whole or in part, anywhere in any and all media, including all print, digital and other communication forms that may exist now or in the future, whether alone or together or as part of any material of any kind or nature, without any compensation to you, even if we terminate your access to The Platform. Without limiting any of the foregoing, Prologis will have the right to use, copy, display, perform, distribute, modify and re-format the Public Postings and Suggestions in any manner that Prologis may determine. By submitting a Public Posting or a Suggestion, you represent and warrant to Prologis that you have all necessary rights in and to all Postings and Suggestions you provide and all information they contain and that such Postings and Suggestions do not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. You irrevocably waive, and cause to be waived, against Prologis and its users any claims and assertions of moral rights or attribution with respect to your Public Postings and Suggestions.

Prologis and its licensees may publicly display advertisements and other information near or with your Public Postings. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Other Websites

For your convenience, Prologis may provide links to websites belonging to other companies. Those websites are not under the control of Prologis, do not link to these Terms of Use, and we do not monitor, make any representation with respect to or assume any liability with respect to any third-party websites, including, without limitation, for any products or services that are advertised or available for purchase through such third-party websites. The fact that Prologis has provided a link to such websites is not to be interpreted as an endorsement of their content. You shall remain solely responsible for protecting yourself from viruses and other destructive elements that may be present of those websites.

Prologis’ Intellectual Property Rights

Subject to anything contrary in these Terms, all content included on The Platform, such as, but not limited to, text, graphics, logos, button icons, images, and software, is the property of Prologis or its content suppliers and is protected by copyright, trademark or other laws. The materials posted on The Platform by Prologis may be used solely for your own personal use or in connection with any business relationship between yourself and Prologis and may be downloaded to your own hard disk or sent to a printer solely for that purpose. You may not copy, modify or distribute or otherwise use the contents (including any translations thereof) of The Platform without the express written permission of Prologis, other than as explicitly allowed by law. Nothing contained herein confers by implication or otherwise any license or right under any patent, trademark, copyright or other proprietary right of Prologis. All rights in Prologis and its affiliates' intellectual property are reserved.

Database

The User acknowledges that The Platform consists in one or more databases made available by Prologis in its capacity as producer of said databases within the meaning of applicable regulations. User agrees not to conduct any direct or indirect, total or partial, qualitatively or quantitatively substantial extraction, use, storage, reproduction, representation, modification, translation, transfer to another site or preservation of the content of one or more Prologis' database without the prior written permission of Prologis. The User also agrees not to conduct repeated and systematic extraction or reuse of qualitatively or quantitatively non-substantial parts of the content of one or more Prologis's databases.

Intellectual Property Right Complaints

If you believe in good faith that material posted on The Platform infringes your copyright or other of your rights, you may submit a notice to us requesting that the material be removed.

Please include the following information: (a) a description of the material that is claimed to have been infringed upon; (b) a description of the material that is claimed to be infringing, and where such material is located on The Platform; (c) your name, address, telephone number and e-mail address;

Such notices under this section should be sent to:

Prologis Essentials LLC.

1800 Wazee Street, Suite 500
Denver, Colorado 80202 USA
ATTN: General Counsel

Reporting Violations

If you see something on The Platform that you believe violates these Terms of Use, you may report it to us by contacting us via the “Contact Us” section below. Reporting a piece of content does not guarantee that it will be removed from The Platform, including the Public Forum.

Translation

We may translate these Terms of Use into other languages for your convenience. However, the English version governs your relationship with Prologis, and the English version will govern if there are any inconsistencies among the different versions.

Applicable Law and Competent Courts

Any dispute arising out of your use of this The Platform or material from this The Platform or the Terms shall be resolved according to the laws of State of Delaware, USA, without giving effect to that state's principles of conflicts of laws. All disputes between the Parties under or arising in connection with these Terms and use of The Platform or material from this The Platform shall be resolved in accordance with the following procedures: (i) each party shall designate an individual with authority to settle the dispute, and such persons shall meet as soon as possible to attempt to resolve the dispute in good faith; (ii) if these individuals cannot resolve the dispute within ten (10) business days of their first settlement meeting, if the parties so agree, they may submit the dispute to mediation with such mediation to be commenced and administered under and conducted by a single mediator under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “Rules”); and (iii) any dispute not resolved by mediation within thirty (30) business days of submission of the dispute to mediation, or if either party shall refuse to submit the dispute to mediation, the dispute shall be subject to binding arbitration by a single arbitrator under the Rules, subject to these Terms. Either party may commence arbitration upon first complying with subsections (i) and (ii) above.

Termination

Prologis may terminate your access to The Platform at any time and for any or no reason. You shall have no recourse and Prologis shall have no liability as a result of any such termination.

Notwithstanding anything to the contrary above, in the event of any termination of these Terms of Use or your access to The Platform, all provisions of these Terms of Use relating to license rights, warranties, confidentiality or privacy obligations, proprietary rights, limitation of liability and indemnification obligations shall continue in full force and effect, including Prologis’ right to use your Public Postings and Suggestions.

Limitation of Liability

Your use of The Platform and material from The Platform is at your own risk. The Platform may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

Prologis assumes no liability or responsibility for any damage to you, your computer, or your other property, due to your access to, use of, or downloading of The Platform or any materials provided on The Platform. To the extent permitted by law, NEITHER PROLOGIS, ITS AFFILIATES, AGENTS, EMPLOYEES, CONTRACTORS NOR ANY OTHERS INVOLVED IN MAKING AVAILABLE THE PLATFORM WILL BE LIABLE TO YOU OR ANY OTHER PARTY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES RESULTING FROM LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE PLATFORM, EVEN IF PROLOGIS, ITS AFFILIATES, AGENTS, EMPLOYEES,ITS CONTRACTORS OR ANY OTHERS INVOLVED IN MAKING AVAILABLE THE PLATFORM ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS IN CONTRACT AND TORT (SUCH AS NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY).

Indemnity

You hereby release, discharge and agree to indemnify, defend, and hold Prologis, its affiliates and agents harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (i) your access to or use of The Platform; (ii) your violation of the Terms of Use; (iii) any use of your Public Postings or Suggestions by Prologis; (iv) any unauthorized use of your Public Postings or Suggestions by third parties once the Suggestion or Public Posting has been publicly disseminated; and/or (v) the infringement by you of any intellectual property or other right of any person or entity. Prologis reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Prologis. Prologis will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Invalidity

If any provision of these terms is or becomes invalid, unenforceable or non-binding, you shall remain bound by all other provisions hereof. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and you will at least agree to accept a similar effect as the invalid, unenforceable or non-binding provision, given the contents and purpose of these terms.

Contact Us

Any questions regarding these Terms of Use should be directed to our contact page.