Customer TermsClick here to access
These Customer Terms of Service (the “Customer Terms”) are made part of the Agreement between Service Provider and Customer and describe Customer and User rights and responsibilities when using the Services. These Customer Terms govern Customer and User access and use of the Services.
After being notified of a change to these Customer Terms or the Agreement, as agreed to in writing between Customer and Service Provider, each User agrees to comply with the terms of the then-current Agreement.
Users may submit content or information to the Services (“Customer Data”), and Customer may exclusively from time to time provide Service Provider with instructions on its use. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, and manage permissions.
Customer will (a) inform Users of all Customer policies and practices that are relevant to use of the Services and of any Services settings that may impact the processing of Customer Data; and (b) only use Customer Data in compliance with all applicable laws. Service Provider makes no warranty to any User or to any other person regarding Customer Data, including any personal information that may be included in Customer Data.
A “Subscription” is defined as the individual assignment of an instance of the Services to a User. A Subscription commences when such Subscription is made available to Customer and Users and continues for the term specified in the Order Form, as applicable. Each Subscription is for a single active User for a specified term. Subscriptions are not assigned to Users at the time of procurement. Rather, Subscriptions are assigned to Users by Customer. For clarity, a User becomes active when a User is active in at least one mentor-mentee pairing, the User remains active while in any such pairing(s), and User ceases to be active once a User is removed from all pairings. A Subscription is transferable by Customer to other Users an unlimited number of times. Customer may purchase more Subscriptions by completing an Order Form.
Service Provider may share information about future product plans for the purposes of transparency. Any Service Provider public statements about those product plans are an expression of intent and may not be relied upon by Customer as it relates to existing Services. When Customer decides to purchase Services, that decision should be based on the functionality or features made available as a part of the existing Services and not on the delivery of any future functionality or features.
Occasionally, Service Provider seeks to identify beta testers to help test new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be fully functional so they are made available “as is,” and any warranties or contractual commitments made by Service Provider for the Services do not apply. Should Customer encounter any issues with Beta Products, such issues should be communicated to Service Provider in order to iron out issues before making a new feature widely available.
If Customer sends Service Provider any feedback or suggestions regarding the Services, Customer grants us (for itself and all of its Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any User or other Customer personnel.
Use of the Services
Customer must comply with the Agreement and ensure that its Users comply with the Agreement and the User Terms. Service Provider may review conduct for compliance purposes, but Service Provider has no obligation to do so. Service Provider isn’t responsible for the content of any Customer Data or the way Customer or its Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Users are over 16 years old.
Removal of Customer Data
If Service Provider reasonably believes that any Customer Data in the Services represents a violation of the Agreement, Service Provider shall notify Customer of such violation and Customer shall cooperate with the removal of such violating Customer Data. In any event where Customer does doe remove such violating Customer Data from the Services, and such violating Customer Data represents a material risk to Service Provider, Service Provider may remove Customer Data from the Services.
Fees for Services are specified in the Order Form. Fees are to be paid within the amount of time specified in the Order Form from the date of Customer’s receipt of a correctly stated invoice. Payment obligations are non-cancelable and, except as expressly stated in the Agreement, fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying Taxes associated with the Services, except for those taxes based on Service Provider net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse Service Provider for such withholding tax. Should Customer exceed the number of Users stated in any applicable Order Form, the Customer will be invoiced for any excess at the then current rate unless the Order Form states otherwise.
Any credits that may accrue to Customer’s account (for example, from a promotion), will expire following expiration or termination of the applicable Agreement, will have no currency or exchange value, and will not be transferable or refundable.
Termination for Non-Payment
If any fees owed by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, Service Provider may, without limiting other rights and remedies, terminate any fee-based Services until those amounts are paid in full, so long as Service Provider has given Customer ten (10) or more days’ prior notice that Customer’s account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Customer acknowledges and agrees that a termination will result in the inability for Users to access the platform.
Providing the Services
Service Provider Responsibilities
Service Provider represents and warrants that (a) the Services will perform materially in accordance with any then-current Order Form; and (b) subject to the “Termination for Non-Payment” sections, Service Provider will not materially decrease the functionality of a Service during any applicable term of an Order Form. For any breach of a warranty in this section titled “Service Provider Responsibilities”, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.
Protecting Customer Data
Service Provider represents and warrants that Service Provider shall protect Customer Data by maintaining administrative, physical, and technical safeguards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by Service Provider personnel and third parties. Customer bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control.
Customer data ownership
As between Service Provider and Customer and any Users, Customer owns all Customer Data. Subject to the terms and conditions of the Agreement, Customer (for itself and all of its Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Users as may be necessary to grant this license.
Service Provider owns and will continue to own the Services, including all related intellectual property rights. Service Provider may make software components available, via app stores or other channels, as part of the Services. Service Provider grants to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Agreement and the User Terms. All Service Provider rights not expressly granted by this license are hereby retained.
Term and Termination
As further described below, each paid Subscription has a term that may expire or be terminated. The Agreement remains effective until all Subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all Subscriptions and all Order Forms.
Unless otherwise stated in an Order Form, all Order Forms will automatically renew for additional twelve (12) month periods under the same pricing and terms and conditions, unless written notice is provided by one party to the other not less than thirty (30) days prior to the end of the Service Term indicating an intention to cancel the Agreement effective at the end of the Service Term.
Termination for Cause and Suspension
Either party hereto may terminate the Agreement on notice to the other party if the other party materially breaches the Agreement or applicable law and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Each party is responsible for all acts and omissions of its representatives, including for any breaches of this Agreement, or loss, liability or damage to the Service or to the other party caused by its representatives.
Effect of Termination
Upon any termination for cause by Customer, Service Provider will refund Customer any prepaid fees covering the remainder of the term of all Subscriptions after the effective date of termination. Upon any termination for cause by Service Provider, Customer will pay any unpaid fees covering the remainder of the Service Term of those Subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
Data Portability and Deletion
During the term of a Customer’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services. Following termination or expiration of a Customer’s subscriptions, Service Provider will have no obligation to maintain or provide any Customer Data and thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control within 90 days.
Representations Disclaimer of Warranties
Each party hereto represents and warrants that it has authority to enter into this Agreement.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED.
Limitation of Liability
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR TOGETHER’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT, THE CUSTOMER TERMS, OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER CUSTOMER OR TOGETHER HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES 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. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. Service Provider will not be responsible for any damages, losses or liability to Customer, Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well as the accounts of Users. Service Provider will not be responsible for any damages, losses or liability to Customer, Users, or anyone else, if such information is not kept confidential by Customer or its Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement and the pricing for the Services. For clarity, this Agreement does not limit the liability of Customer to any User or of any User to Customer.
Indemnification of Customer
Service Provider will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands (a) arising from any Service Provider violation of the Agreement, (b) violation of law, or (c) alleging that the use of the Services as permitted under the Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Service Provider and Customer approves of in connection with, a Claim Against Customer; provided, however, that Service Provider will have no liability if a Claim Against Customer arises from (a) Customer Data; and (b) any modification, combination or development of the Services that is not performed by Service Provider. Customer must provide Service Provider with prompt written notice of any Claim Against Customer and allow Service Provider the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Service Provider defense and settlement of such matter. Except for any remedies available to Customer, at law or in equity, this section states Service Provider’s sole liability with respect to, and Customer’s exclusive remedy against Service Provider for, any Claim Against Customer.
Customer's Indemnification of Us
Customer will defend Together and its shareholders, officers, directors and employees (“Together Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Users’ violation of the Agreement or the User Terms (a “Claim Against Service Provider”), and will indemnify the Together Indemnified Parties, for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Together Indemnified Parties in connection with or as a result of, and for amounts paid by Together Indemnified Parties under a settlement Customer approves of in connection with, a Claim Against Service Provider. A Together Indemnified Party must provide Customer with prompt written notice of any Claim Against Service Provider relating to it and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states Customer’s sole liability with respect to, and the Together Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Service Provider.
Limitations on Indemnifications
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
As between Customer and Together, each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with the Agreement. “Confidential Information” means anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors or with any acquiror; provided, however, that they are bound to confidentiality obligations at least as restrictive as those in the Agreement.
Compelled Access or Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
The sections titled “Customer Feedback,” “Removal of Customer Data,” “Payment Terms,” “Credits,” “Customer Data Ownership,” “Services Ownership,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Service Provider Indemnification of Customer,” “Customer’s Indemnification of Service Provider,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Agreement.
Customer grants Service Provider the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Service Provider’s website and in other public or private communications with Service Provider’s existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time.
Neither party hereto will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third Party Beneficiaries
The parties hereto are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Agreement (for clarity, including Authorized Users).
Except as otherwise set forth herein, all notices under the Agreement will be by email. Notices to Together will be sent to email@example.com. Notices will be deemed to have been duly given the day after it is sent, in the case of notices through email.
No failure or delay by either party hereto in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
Neither party hereto may not assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, a party hereto may assign the Agreement in its entirety (including all Order Forms), without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Together of any changes. Any purported assignment in violation of this section is void.
Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
All references to ‘Together,’ ‘we,’ or ‘us’ under the Agreement refer to Together (US) Inc.. The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the state of Delaware, United States of America, without regard to the United Nations Convention on the International Sale of Goods. The courts located in Delaware, United States of America will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.