These terms (the “General Terms”) govern the use of, and the subscription to, the Website and/or the SteerIO Platform provided by Ockham Technologies SAS (“Ockham Technologies”). By accessing the Website and/or the SteerIO Platform or by signing or accepting the present agreement, you agree to the General Terms on behalf of yourself as a User and/or, as the case may be, on behalf of the organisation that you represent (“Customer”), unless you have a superseding written agreement with Ockham Technologies. If you are accessing the Website or the SteerIO Platform on behalf of the organisation that you represent, you represent and warrant that you have the authority to agree to the General Terms on its behalf. If you do not agree with the terms of the General Terms, do not use or access the Website or the SteerIO Platform.
DEFINITIONS AND INTERPRETATION
ACCESS AND USE OF THE WEBSITE OR THE STEERIO PLATFORM
Website. The Users may access and use the Website in accordance with the General Terms. Ockham Technologies may revise the content, features and functions of the Website at any time without notice. Ockham Technologies may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion, including to perform upgrades and maintenance to the Website. Services. During the Term (as defined in Section 8.1 (Term)), Ockham Technologies grants to Customer and its Users the right to access and use the SteerIO Platform, and any related services, in accordance with the General Terms (the “Services”). Services Revisions. Ockham Technologies shall offer the Services materially in accordance with the description on its Website and related documentation. Ockham Technologies may revise the content, features and functions of the SteerIO Platform at any time without notice. Ockham Technologies will provide Customer with prior notice if there is a change to the SteerIO Platform resulting in overall material decrease in the purpose of the SteerIO Platform. If such material decrease occurs, and Customer is materially impacted in its use of the SteerIO Platform, Customer may terminate its subscription in accordance with Section 8.2(ii). Temporary Suspension of the Services. Ockham Technologies may temporarily limit or suspend the Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, the SteerIO Platform. Unacceptable Use. Customer and Users shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the Website or the SteerIO Platform with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the SteerIO Platform (for clarity purposes, Customer and Users shall not access the Website or the SteerIO Platform in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Website or the SteerIO Platform); (iii) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the SteerIO Platform; or (v) use the Website or the SteerIO Platform in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or the SteerIO Platform. Furthermore, the Website or the SteerIO Platform shall not be used to collect, manage or process Sensitive Personal Information and Ockham Technologies will have no liability that may result from the Customer’ or Users’ use of the Website or the SteerIO Platform to collect or process Sensitive Personal Information. In particular, the categories of User attributes created by Customer account administrator shall not be created so that it would result in the input of Sensitive Personal Information. Customer is responsible to inform Users that Sensitive Personal Information should not be submitted on the SteerIO Platform. In the event that it suspects any breach of this Section, Ockham Technologies may suspend Customer’ and Users’ access to the Website or the Services without advance notice, in addition to such other remedies as Ockham Technologies may have. Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the SteerIO Platform, including by protecting their passwords and other login information. Customer is responsible for any activity occurring in its account (other than activity that Ockham Technologies is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer or Users shall immediately notify Ockham Technologies if it becomes aware of any unauthorized access to, or use of, its account. Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. The Services may not work properly if Customer’s operating systems, Internet browsers and anti-virus software are not up-to-date. Unacceptable Conduct of Users. To help ensure a safe and productive use of the SteerIO Platform, Users shall not, and Customer shall ensure that Users do not have inappropriate conduct including (i) attempting to reveal the identity of a User; (ii) impersonating any other person or entity; (iii) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iv) allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability. Customer and Users understand that by using the Services, they may be exposed to Customer Data submitted by Users that is in breach of this Section, and under no circumstances will Ockham Technologies be liable in any way for any such Customer Data. Ockham Technologies shall have the right, at its sole discretion, to remove any Customer Data that violates the General Terms, and to reveal the identity of a User to Customer or any authority if required by law to do so, if such User transfers Customer Data in violation of this Section. CUSTOMER AND USERS SHALL BE RESPECTFUL OF THE SURVEY RESPONDENTS’ RIGHT TO REMAIN ANONYMOUS. It is Customer’s responsibility to monitor and control all activity conducted by Users on the SteerIO Platform. Ockham Technologies is under no obligation to review how Users are using the SteerIO Platform, including how Survey Respondents answer surveys and polls and provide feedback and comments. OCKHAM TECHNOLOGIES ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT OF USERS. Indemnification by Customer or the User. Customer or the User shall defend, indemnify and hold harmless Ockham Technologies and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any judicial, administrative or arbitration action, third party suit, claim, investigation or proceeding, including any interest accrued, arising out of, or related to (i) the content or nature of Customer Data, including Customer Data in breach of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users); (ii) the breach of any warranty, covenant or other obligation contained in the General Terms by Customer or any User; or (iii) Customer’s or any User’s alleged or actual use, misuse, inappropriate use or failure to use the Website or the Services, including in violation of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users). Ockham Technologies must provide Customer or the User with prompt written notice of any such claim, suit or proceeding, and allow Customer or the User the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer or the User defense and settlement of such matter. Customer or the User shall not settle or compromise any such claim, suit or proceeding without Ockham Technologies’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Ockham Technologies; (b) the settlement does not include a full release of liability for Ockham Technologies; or (c) the settlement includes terms other than a full release of liability for Ockham Technologies and the payment of money. Compliance with Laws. When providing or using the Services, the Parties shall comply with all applicable laws, including Privacy Laws. Customer is also responsible to obtain any consent required by applicable laws from its Users or to have a legitimate interest to allow Customer to use the Services and to allow Ockham Technologies to provide the Services in accordance with the General Terms. Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the SteerIO Platform, and that such Users are governed by, and comply with, the General Terms.
SERVICE FEES OF THE STEERIO PLATFORM AND BILLING
Service Fees. In consideration for the Services, Customer shall pay Ockham Technologies, at the beginning of the subscription term, the fees specified on the Website for the subscription term (whether monthly or annual) selected by Customer, unless other payment terms have been agreed to in writing, for instance in a quote, between Customer and Ockham Technologies (the “Service Fees”). Customer’ subscription will be automatically renewed on the first day following the expiration of a subscription term (the “Renewal Date”) for the same subscription term as the then expiring subscription term, unless it cancels its subscription before the Renewal Date in accordance with Section 8.2(i). Only for annual subscription term, Ockham Technologies shall send to Customer a prior notice of renewal at least 30 days before the Renewal Date, and thus if Customer no longer wishes to renew the Services, Customer is responsible for timely canceling its subscription in accordance with Section 8.2(i). Unless otherwise agreed in writing by the Parties, the Service Fees applicable to any such renewal shall be Ockham Technologies then current standard Service Fees. Change in the Number of Users. The Service Fees are determined in accordance with the number of Users. If Customer wishes to increase the number of Users authorized to access and use the SteerIO Platform, Customer may do so in the following manner: (i) Annual subscription. Customer on an annual subscription may at any time increase the number of authorized paid Users through the “billing” section of the SteerIO Platform. Any incremental Service Fees associated with such increase of authorised paid Users shall be prorated over the remaining period of Customer’s then current subscription term, charged to Customer account and due and payable upon implementation of such increase of authorised paid Users. Unless otherwise instructed by Customer before the Renewal Date, for each renewal of an annual subscription, the number of authorized paid Users to the renewed subscription shall be the higher of (i) authorized paid Users in the then current subscription term; and (ii) actual number of Users using the SteerIO Platform in the then current subscription term. (ii) Monthly subscription. Customer on a monthly subscription may at any time increase the number of authorized Users, without having to pay any incremental Service Fees associated with such increase of authorised Users for the remaining period of the then current subscription term. The number of authorized paid Users to the renewed subscription shall be the number of authorized Users in the last day of the then current expiring subscription term. No Refunds. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used periods or number of Users. Free trial. If Customer registers for a free trial for the Services, Ockham Technologies will make such Services available to Customer on a trial basis free of charge until the earlier of (i) the end of the free trial period applicable to Customer; (ii) the start date of any subscription purchased by Customer for such Services; or (iii) termination of the trial at any time by Ockham Technologies or Customer in its sole discretion. Third Party Payment Processor. Ockham Technologies reserves the right to use a third party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder. Taxes. Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against Ockham Technologies based on its income. Ockham Technologies will invoice Customer for such Taxes if Ockham Technologies has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced.
OCKHAM TECHNOLOGIES' WARRANTIES AND DISCLAIMERS
Warranty. Ockham Technologies represents and warrants that: (i) the SteerIO Platform does not infringe on any third party intellectual property rights or constitute a misuse or misappropriation of a trade secret; (ii) contingent upon Customer’s proper use, Customer’s use of the SteerIO Platform does not infringe on any third party intellectual property rights; and (iii) it has the right to grant the access and use of the SteerIO Platform to Customer. Warranty Disclaimers. OCKHAM TECHNOLOGIES DOES NOT WARRANT THAT THE WEBSITE OR THE STEERIO PLATFORM WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, ERROR FREE, VIRUS FREE OR FREE OF OTHER HARMFUL COMPONENTS OR WILL NOT BE SUBJECT TO UNAUTHORIZED USE OR DISCLOSURE. CUSTOMER ACCEPTS THAT THE WEBSITE AND THE STEERIO PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. OCKHAM TECHNOLOGIES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE OR THE STEERIO PLATFORM IS NOT ENDORSED BY OCKHAM TECHNOLOGIES AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. OCKHAM TECHNOLOGIES DOES NOT CONTROL CUSTOMER DATA AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CUSTOMER DATA AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR THE STEERIO PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CUSTOMER DATA AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE STEERIO PLATFORM, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. OCKHAM TECHNOLOGIES ASSUMES NO LIABILITY FOR ANY OF SUCH INFORMATION HANDLED BY CUSTOMER THROUGH THE WEBSITE OR THE STEERIO PLATFORM.
LIMITATION OF LIABILITY
Dollar Cap. EXCEPT FOR INTENTIONAL OR GROSS FAULT OF OCKHAM TECHNOLOGIES OR FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGMENT REFERED TO IN SECTION 7.2 (INDEMNIFICATION), IN NO EVENT SHALL OCKHAM TECHNOLOGIES' AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF OCKHAM TECHNOLOGIES WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. OCKHAM TECHNOLOGIES HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE WEBSITE OR SERVICES. Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the SteerIO Platform, Ockham Technologies shall have no responsibility in relation to such services.
INTELLECTUAL PROPERTY AND FEEDBACK
No Rights granted. Ockham Technologies retains all right, title, and interest in and to the Website and the SteerIO Platform and the content Customer accesses through the Website and the SteerIO Platform, other than Customer Data. The General Terms do not grant Customer any intellectual property rights in or to the Website or the SteerIO Platform or in Ockham Technologies’s logos and other trademarks. Customer or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the SteerIO Platform. Indemnification. Ockham Technologies will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, provided however that Ockham Technologies will have no liability to the extent the Third Party Claim Losses against Customer arises from (i) the content or nature of Customer Data; (ii) any non-Ockham Technologies product; or (iii) any modification, combination or development of the SteerIO Platform that is not performed by Ockham Technologies. Customer must provide Ockham Technologies with prompt written notice of any Third Party Claim Indemnifiable Proceeding and allow Ockham Technologies the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Ockham Technologies defense and settlement of such matter. Ockham Technologies shall not settle or compromise any Third Party Claim Indemnifiable Proceeding that results in liability or admission of any liability by the Customer without Customer’s prior written consent, such consent not to be unreasonably withheld. Ockham Technologies shall not settle or compromise any Third Party Claim Indemnifiable Proceeding without Customer’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Customer; (b) the settlement does not include a full release of liability for the indemnified parties; or (c) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money. For the purpose of this Section, the following definitions apply: (i)“Third Party Claim Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against Customer arising out of a third party claim that the software used in the SteerIO Platform infringes any intellectual property rights of such third party; and (ii)“Third Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third Party Claim Indemnifiable Proceeding. Feedback. Any feedback or suggestions sent or shared by Customer or Users with Ockham Technologies to improve the SteerIO Platform or the Website may be implemented by Ockham Technologies in any manner, including but not limited to future enhancements and modifications to the Website or the SteerIO Platform. In such case, Customer and Users grant Ockham Technologies an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to Customer, Users or any third party. In addition, Ockham Technologies shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during provision of the Services.
TERM AND TERMINATION
Term. The General Terms are effective as of the Effective Date, and (i) for Customer, until all subscriptions terms to the SteerIO Platform have expired or until they are terminated by any or both Parties in accordance with Section 8.2 (Termination); or (ii) for a User, as long as he or she is accessing the Website or the SteerIO Platform (the “Term”). Termination. The General Terms may be terminated: (i) by Customer at any time if it cancels the Services through its SteerIO Platform account or with an Ockham Technologies customer representative; (ii) by the Parties at any time if the other Party materially breaches any of its obligations under the General Terms. If the material breach is curable, the General Terms may only be terminated if such breach is not cured within 15 days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 2.5 (Unacceptable Use) and 2.8 (Unacceptable Conduct of Users) by Customer shall be deemed a material breach of the General Terms; (iii) by Ockham Technologies if Customer fails to make any payment of the Service Fees within 15 days after Ockham Technologies provides notice that such amounts are overdue to Customer; or (iv) by Ockham Technologies for convenience, with at least a 30 days prior written notice for a monthly renewal, or with at least a 90 days prior written notice for an annual renewal. No Refund in the Event of Termination. Section 3.3 (No Refunds) applies, regardless of the cause of termination. However, if Customer has terminated the General Terms pursuant to Section 8.2 (ii), Ockham Technologies shall refund all prepaid fees for the remainder of the unused Term. Survival. Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 4.7 (Use or Disclosure of Confidential Information), 5.2 (Warranty Disclaimers), 6 (Limitation of Liability), 7 (Intellectual Property and Feedback), 8 (Term and Termination) and 9 (General) shall survive termination of the General Terms.
Publicity. Customer grants Ockham Technologies the right to use Customer’s company name and logo as a reference for marketing or promotional purposes, including on its Website or blog and in other public or private communications with Ockham Technologies’s existing or potential customers. If Customer wishes to limit such right at any time, it shall notify Ockham Technologies at the following email: firstname.lastname@example.org. Customer retains all right, title, and interest in and to such company name and logo. Governing Law and Venue. The General Terms shall be governed, construed and enforced solely in accordance with the laws applicable in the Canadian province of Quebec, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. Any litigation in any way relating to the Services or the General Terms shall be brought and venued exclusively in the judicial district of Montreal in the Canadian province of Quebec, and the Parties waive any objection that such venue is inconvenient or improper. Each Party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Services or the General Terms. Specific Performance. Notwithstanding any other provision in the General Terms, a non-breaching Party may, upon any breach of the General Terms, immediately seek enforcement of the General Terms by means of specific performance or injunction, without any requirement to post a bond or other security. Force Majeure. Except as expressly provided otherwise in the General Terms, Ockham Technologies shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, act of God, war, terrorism and governmental action. No Other Agreements. The General Terms are the complete and exclusive statement of the Parties’ agreement relating to the subject matter hereof and supersedes all oral or written offers, understandings, representations, conditions, warranties, covenants and other communications between the Parties relating hereto, including any non-disclosure agreements relating to the subject matter hereof. Notices. Ockham Technologies may send notices pursuant to the General Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to the General Terms to Ockham Technologies at email@example.com. Notices shall be deemed received 24 hours after they are sent. Assignment & Successors. The General Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns. Waiver. No waiver by either Party of any default in performance on the part of the other Party shall constitute a waiver of any subsequent breach or default by the defaulting Party. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the General Terms invalid or otherwise unenforceable in any respect. In the event that a provision of the General Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the General Terms shall continue in full force and effect. Technology Export. Customer shall not export any software provided by Ockham Technologies or otherwise remove it from Canada or the United States except in compliance with all applicable Canadian and U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Website or the SteerIO Platform in or export such software to, a country subject to an embargo by Canada or the United States. Consumer Protection Law. Ockham Technologies is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, consumer protection laws do not apply. Relationship of the Parties. The Parties are independent contractors. The General Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Amendments. Unless Customer has a superseding written agreement with Ockham Technologies, Ockham Technologies may amend the General Terms from time to time on its Website, as its business evolves. Any revisions to the General Terms will become effective on the date Ockham Technologies publishes the changes. Customer and Users can review the most current version of the General Terms at any time by visiting this page at https://www.steerio.com/termsofuse. If Customer or Users use the Services or access the Website, as the case may be, after the effective date of any changes, that use or access will constitute the acceptance of the revised General Terms.Last Update: 2019/02/10