Partner Terms of Service

Partner Terms of Service Agreement


Which agreement applies to me?

Customers

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”).

Users

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”).

Partners

If you are a third party developing technology that makes use of our Services, you are considered a “Partner”.

Please review the Partner Terms of Service (“Partner Terms”).

Privacy Policy

If you are concerned about how we use the data we collect from you, please review the Privacy Policy.

Last updated and made effective: September 12, 2019

“You” and “your” refer to the individual or company that you represent. “We”, “our”, and “us” refer to Notifyd, LLC.

Legally Binding

These Partner Terms form a legally binding “Contract” between you 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.

Customer Data and Stewardship

Your use of our Services requires authorization by a mutual Customer. Your use of our Services are also subject to the oversight and approval of the Customer who may or may or may not specify what constitutes appropriate use in the form of policies and procedures.

You acknowledge and agree that any content (“Customer Data”) you create and submit to our Services, such as chat messages and notification responses, becomes the property of the Customer. The Customer may choose to use their Customer Data in any manner that meets the terms and conditions of the Customer Terms and is lawful.

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.

You acknowledge and agree that it is solely the Customer's responsibility to (a) inform you of and enforce any polices and procedures that further govern your use of our Services; (b) obtain any rights, permissions, or consents from you as necessary to make use of Customer Data you create; and (c) respond and resolve any disputes with you based on Customer Data. We make no expressed or implied warranties to you relating to the Services, which are provided to you on an “as is” and “as available” basis.

Appropriate Use

You agree to:

Inappropriate Use

Your agree not to:

Contract Violations

We may choose to review your conduct to ensure compliance with this Contract. 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 other Partners, we will ask you to take appropriate actions to remedy the violation. If we believe there is a credible risk of harm to us, the Services, Users, or other Partners, we may directly intervene and take any actions we determine are necessary and appropriate.

Our Responsibility

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.

Ownership

The Partner is the sole owner of their integrated software solutions (“Applications”).

We are the sole owner of our Services. The Partner 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. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our Services through your Partner account. All rights not expressly granted by this license are hereby retained.

If the Partner chooses to share feedback or suggestions regarding the Services, the Partner 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 the Partner.

Termination

This Contract remains in effect for the duration of the Partner account. Partner may choose to close their account immediately without cause, effectively terminating this Contract.

This Contract may be terminated immediately if we or the Partner determine the other party materially breaches the Contract, or if we reasonable believe the Services are being used in violation of applicable law.

Privacy

We are committed to protecting your privacy. Please review our Privacy Policy for more information on how we collect and use Partner data relating to the use and performance of our websites and products. The Privacy Policy does not apply to Customer Data created when using our Services.

Confidentiality

We may choose to disclose “Confidential Information” to the Partner, which includes any information labeled “Confidential.” Under no condition will we or the Partner 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.

Representation and Warranties Disclaimer

Notifyd, LLC and the Partner 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.

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.

Limitation of Liability

The Partner is responsible for all credentials for authentication. We are not responsible for any damages or losses if the Partner does not keep their credentials secure and confidential.

The Partner 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.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT EXCEED US $0.

IN NO EVENT WILL WE OR THE PARTNER 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.

Indemnification

In the event that a third party alleges that the Partner's use of our Services infringes upon a third party's intellectual property rights, we will defend Partner from any claims, actions, suits, proceedings, and demands, and indemnify the Partner 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 Partner' submission of Customer Data to our Services; b) or any additional development of the Services not performed by us. The Partner 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 Partner's use of our Services infringes upon a third party's intellectual property rights, the Partner will defend us from any claims, actions, suits, proceedings, and demands arising from the Partner's violation of the Contract, and will indemnify us for all reasonable attorney fees, damages, and other costs incurred, and amounts paid under a settlement that the Partner approves of in connection with or as a result thereof. We will provide the Partner with written notice of any such allegations, and allow the Partner the right to assume exclusive defense and control of such matter, and will cooperate with any reasonable requests assisting the Partner'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.

Survival

The sections titled “Customer Data and Stewardship,” “Contract Violations,” “Ownership,” “Termination,” “Representation and Warranties Disclaimer,” “Limitation of Liability,” “Indemnification,” and “Confidentiality” will survive any termination or expiration of the Contract.

Waiver

The Partner'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

Governing Law

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.

Severability

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.

Publicity

Subject to your standard trademark usage guidelines, you grant us the right to use your company name and logo as a reference for marketing or promotional purposes for new or existing Customers.

Modifications

In the event that we determine a material change to this Contract is necessary, we will provide the Partner with advanced notice of the change as well as the date said change will go into effect. If the Partner continues to use our Services after the effective date, that use will constitute the Partner's acceptance of the revised Contract.

Email Notices

All notices under this Contract will be submitted by email except where in the Contract it is expressly stated otherwise. The Partner will send notices to us at support@notifyd.com.

Entire Agreement

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.

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