Last updated and made effective: August 5, 2019
If you are are creating an account on behalf of an organization, your organization is considered the “Customer”.
Please review the Customer Terms of Service (“Customer Terms”).
If a Customer invited you to start using our Services under their account, you are considered a “User”.
Please review the User Terms of Service (“User Terms”).
“You” and “your” refer to the individual creating an account on behalf of the Customer. “We”, “our”, and “us” refer to Notifyd, LLC.
These Customer Terms (along with your Business Associate Agreement with us) form a legally binding “Contract” between the Customer and us, and describe your rights and responsibilities when making use of our workplace productivity tools and platform (“Services”). Please read them carefully as they govern your access and use of our Services.
Please make sure you are authorized to enter into this Contract on behalf of the Customer before proceeding. Once you create an account for your organization with us, you acknowledge your understanding of this Contract and agree to this Contract on behalf of the Customer.
The Customer may at any time transfer account ownership from you to another representative of the organization. We will help facilitate any such transfer at the Customer's request. You agree to take any actions reasonably requested by us or the Customer to facilitate the transfer of authority.
You and the Customer can invite Users to access our Services, where they may view and create content (“Customer Data”) such as chat messages and notification responses. The Customer retains the right to manage Customer Data under their account according to Customer's policies and procedures as long as said policies and procedures are lawful. The Customer has the responsibility to inform Users of policies and procedures concerning handling or use of Customer Data. We are not responsible for the type of Customer Data created through our Services, and we have no obligation to enforce the Customer's policies and procedures. Once Customer Data is in the Customer's or the User's possession, we are not responsible for how said Customer Data is used. Customer's policies and procedures are responsible for governing appropriate use of Customer Data by its Users.
In order to protect Customer Data, we will implement and maintain administrative, physical, and technical safeguards. These safeguards will meet or exceed requirements as specified in the HIPAA and HITECH Act. We will ensure that our employees as well as any third party service providers understand and agree to meet this Contract, and that reasonable data practices are employed to maintain the confidentiality and security of Customer Data.
We will not use or process Customer Data without the Customer's prior consent for any purpose outside of providing our Services, with the exception of using de-identified Customer Data to produce non-personally identifiable data aggregates for our marketing and administrative purposes (e.g. in order to determine the number of Users using our Services, the volume of data sent through our Services, and the cost of rendering our Services).
Each User must agree to the User Terms to activate their account. Customer must ensure that its Users comply with this Contract and the User Terms.
All Services fees and terms are specified in the Services interface when setting up a new subscription. These fees are paid in advance, are non-cancelable, and non-refundable. The Customer will be responsible for paying for all applicable Taxes associated with its purchase. Subscriptions are renewed automatically every pay period selected by the Customer, and can be cancelled at anytime through our Services.
If the Customer chooses to downgrade their subscription, a prorated credit will be applied to the account based on the differences in pricing and payment periods. Any credits accrued cannot be exchanged, transfered, or refunded. If the Customer chooses to terminate this Contract or if this Contract expires, any credits accrued will expire as well.
If a payment fails during renewal of your subscription, we will immediately notify you of the failure by email so that you have an opportunity to update your billing information. We will attempt to collect overdue fees for twenty (20) days, and, if still unsuccessful after twenty (20) days, your subscription will automatically be cancelled. We will retain your Customer Data for a period of time to allow you the opportunity to create a new subscription without loss of Customer Data and to comply with HIPAA requirements.
Our Services are built upon a platform that we may make available to Partners in order to develop complementary software applications (“Partner Services”) to the Customers and Users. We do not own Partner Services, therefore the Customer must determine which Partner Services to enable for their account. Any use of Partner Services is strictly between the Customer and the applicable Partner, and we cannot guarantee support for Partner Services.
If the Customer chooses to enable a Partner Service for their account, the Customer is agreeing to make their Customer Data available to the Partner. Please be careful which Partner Services you choose to enable as your Customer Data may contain PHI. We cannot and will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, enabled Partner Services. The Customer has the right and ability to disable any and all Partner Services for their account.
Partners must be authorized by us in order to develop their Partner Services, and this authorization should not be treated as an endorsement or guarantee of the Partner or the Partner Service.
If the Customer has a product development team that would like to integrate with our platform, they must contact us and request to become a Partner and agree to the Partner Terms.
We may choose to review Customer and User conduct to ensure compliance with this Contract and User Terms. If we believe there is a violation of this Contract that does not pose a credible risk of harm to us, the Services, Users, or Partners, we will ask the Customer to take appropriate actions to remedy the violation. If we believe there is a credible risk of harm to us, the Services, Users, or Partners, we may directly intervene and take any actions we determine are necessary and appropriate.
With the exception of scheduled downtime, our goal is to make the Services available 24 hours a day, 7 days a week. Downtime is an unavoidable reality, and we will make reasonable efforts to keep disruptions to a minimum. We may issue credits to the Customer's account if there are egregious interruptions of service, and you can request a credit due to downtime by submitting a request to email@example.com. Credits are the only form of redress we offer for interruptions of service.
The Customer is the sole owner of all Customer Data. Subject to the terms and conditions of this Contract, the Customer (and all its Users) grants us a non-exclusive, limited term license to access, retain, distribute, export, display, process, and otherwise use Customer Data only as necessary a) to provide our Services; b) for the administration and management of our business; and c) to carry out our legal responsibilities provided that such use is required by law. The Customer represents that it has secured the necessary rights from its Users to grant this license.
We are the sole owner of our Services. The Customer and its Users will make no claim to our Services or intellectual property, and are granted a non-sublicensable, non-transferable, non-exclusive, limited license to use our Services in accordance with this Contract and the User Terms. All rights not expressly granted by this license are hereby retained.
If the Customer chooses to share feedback or suggestions regarding the Services, the Customer (and its Users) grants us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use said feedback or suggestions for any reason or purpose without any obligation to Customer or its Users.
This Contract remains in effect until all subscriptions have expired or are cancelled. Customer may also choose to cancel its subscriptions immediately without cause, subject to the Payment Terms, effectively terminating this Contract.
This Contract may be terminated immediately if we or the Customer determine the other party materially breaches the Contract, or if we reasonable believe the Services are being used in violation of applicable law. Furthermore, the Customer is responsible for breaches of this Contract caused by its Users.
Termination does not nullify Customer's obligation to pay overdue fees.
Upon termination of this Contract, the Customer will have 30 days to request an archive of their Customer Data or may request to have all Customer Data deleted from our systems. With the exception of coordinating a transfer of a Customer Data archive, after 30 days we will have no obligation to maintain or provide any Customer Data to the Customer or its Users, and we may delete all Customer Data in our systems where not legally prohibited.
All requests for Customer Data archives must be submitted to firstname.lastname@example.org and must detail the desired manner, method, and timing for delivering the archive, as well as any additional instructions to help facilitate the process. Any costs incurred while transferring the Customer Data archive will be the responsibility of the Customer.
We may choose to disclose “Confidential Information” to the Customer, which includes Customer Data and any information labeled “Confidential.” Under no condition will we or the Customer disclose confidential information to a third party except where permitted by the Contract.
Both parties will take reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to employees and contractors on a need to know basis, except where disclosure of said Confidential Information is required by law; provided prior notice of the compelled disclosure is given to the other party.
Notifyd, LLC and the Customer represent and warrant to the other that it a) it has full power to enter into this Contract, to carry out its obligations under this Contract and to grant the rights and licenses granted under this Contract; and b) its compliance with the terms and conditions of this Contract will not violate laws or regulations applicable to either party. The Customer represents and warrants that it is responsible for the conduct of its Users and their compliance with the terms of this Contract and the User Terms.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
The Customer is responsible for all credentials for authentication, for administrative accounts, and the accounts of its Users. We are not responsible for any damages or losses if the Customer or its Users do not keep their credentials secure and confidential.
The Customer and Notifyd, LLC agree not to hold each other liable for failing to meet their obligations under this Contract on account of events beyond their reasonable control. This includes a) technical events such as major failures on the part of third party hosting providers or utility providers and denial-of-service attacks; and b) catastrophic events such as war, terrorism, governmental action, riots, strikes, and acts of God.
WITH THE EXCEPTION OF THE INDEMNIFICATION CLAUSES HEREUNDER, IN NO EVENT WILL THE CUSTOMER'S OR OUR AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE PRECEDING WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL WE OR THE CUSTOMER HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES HOWEVER CAUSED, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In the event that a third party alleges that the Customer's use of our Services infringes upon a third party's intellectual property rights, we will defend Customer from any claims, actions, suits, proceedings, and demands, and indemnify the Customer for all reasonable attorney fees, damages, other costs incurred, and amounts paid under a settlement that we approve of in connection with or as a result thereof. We will have no liability in the event that any such infringement arises from a) the Customer's or User's submission of Customer Data to our Services; b) the Customer's use of a Partner; c) or any additional development of the Services not performed by us, including becoming a Partner and utilizing our API. The Customer will provide us with written notice of any such allegations, and allow us the right to assume exclusive defense and control of such matter, and will cooperate with any reasonable requests assisting our defense and settlement.
In the event that a third party alleges that the Customer's use of our Services infringes upon a third party's intellectual property rights, the Customer will defend us from any claims, actions, suits, proceedings, and demands arising from the Customer's or its User's violation of the Contract or of the User Terms, and will indemnify us for all reasonable attorney fees, damages, and other costs incurred, and amounts paid under a settlement that the Customer approves of in connection with or as a result thereof. We will provide the Customer with written notice of any such allegations, and allow the Customer the right to assume exclusive defense and control of such matter, and will cooperate with any reasonable requests assisting the Customer's defense and settlement.
These two sections state our sole liabilities with each other, and serve as our sole source of remedy, with respect to third party claims of intellectual property rights infringement.
The sections titled “Customer Data and Stewardship,” “Payment Terms,” “Partners and Integrations,” “Contract Violations,” “Ownership,” “Termination,” “Representation and Warranties Disclaimer,” “Limitation of Liability,” “Indemnification,” and “Confidentiality” will survive any termination or expiration of the Contract.
The Customer's or our failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights
Unless otherwise specified in the Business Associate Agreement, the Contract and any disputes arising out of or related hereto will be governed by Texas law.
In case any provision in this Contract is deemed by a court of law to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired and the provision in error shall be ineffective only to the extent of such invalidity, illegality, or unenforceability.
In the event that we determine a material change to this Contract is necessary, we will provide the Customer with advanced notice of the change as well as the date said change will go into effect. If the Customer or its Users continue to use our Services after the effective date, that use will constitute the Customer's acceptance of the revised Contract.
All notices under this Contract will be submitted by email except where in the Contract it is expressly stated otherwise. The Customer will send notices to us at email@example.com.
This Contract constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.