Terms of service

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE, CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT.

C2 Innovations Inc. Master Subscription Agreement
This agreement is between C2 Innovations Inc. Ltd. (C2), and the entity or individual agreeing to these terms (Customer).

  1. Software-as-a-Service. This agreement provides Customer access and usage of proprietary software as a service as specified on an order and as further outlined at: https://www.c2enterprise.com. C2  will provide this functionality through the Internet within a hosted server environment, application programming interface (API), mobile software application, or other C2 approved interface under the terms below (Service).
  2. USE OF SERVICE
    1. Customer Owned Data. All data uploaded by Customer and collected by the Licensed Software (defined below) remains the sole property of Customer, as between C2 and Customer (Customer Data). Customer grants C2 the right to use, store and modify the Customer Data solely for purposes of C2 performing the Services under this agreement. Customer hereby warrants to C2 that it either owns, or is a licensee, of the Customer Data and has the full requisite power and authority to grant C2 such usage rights in the Customer Data and that there are no additional consents or approvals required for granting such usage rights. During the term of this agreement, Customer may download the Customer Data from within the Service or schedule the Customer Data to be automatically downloaded, which in each case will only be provided in csv format.
    2. Contractor Access and Usage. Customer may authorize its employees, service providers, and other third parties to access the Services with user credentials, which access must be for the sole benefit of Customer and in compliance with this agreement. Customer is responsible for such representatives’ compliance with this agreement.
    3. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify C2 promptly of any such unauthorized access; and (iv) may use the Service only in accordance with applicable law.
    4. C2 Support. C2 provides customer support for the Service under the terms of C2’s Customer Support Policy (Support), which is located at https://support.c2enterprise.com and is incorporated into this agreement for all purposes.
    5. Trial Use. If Customer has registered for a trial use of the Service, Customer may access the Service for the time period specified by C2. All Customer Data will be deleted 7 days after the trial period, unless Customer converts its account to a paid Service.
    6. WARRANTY DISCLAIMER. C2 DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE, and Access to the website, MAY BE INTERRUPTED OR CONTAIN AN ERROR. WHILE C2 TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, C2 DOES NOT GUARANTEE THAT THE SERVICE AND THE ACCESS TO THE WEBSITE CANNOT BE COMPROMISED.NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
      Certain supported third-party web services or technology that the Service integrates with may be made available within the Service, if Customer has an account and agreement with the applicable third party. C2 has no liability regarding those web services or technology, and Customer’s agreement with that third-party solely governs Customer’s access and usage of that web service or technology.
  3. Payment. Customer must pay all fees as specified on the order, if not specified then payment is due upon receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. If Customer does not pay the amounts due within 10 days of the due date, C2 may suspend or terminate the Service. All amounts invoiced hereunder are due and payable as specified in the Order. Unpaid invoices are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. In addition, Customer may be responsible for any additional charges related to the collection of outstanding amounts.
  4. MUTUAL CONFIDENTIALITY.
    1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). C2’s Confidential Information includes without limitation the Service and Licensed Software (including without limitation the Service user interface design and layout).
    2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
    3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information, as can be demonstrated. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
  5. C2 PROPERTY.
    1. Reservation of Rights. The software, workflow processes, user interface, designs, know-how, Licensed Software, and other technologies provided by C2 as part of the Service are the proprietary property of C2 and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with C2. Customer may not remove or modify any proprietary marking or restrictive legends in the Service or Licensed Software. C2 reserves all rights unless expressly granted in this agreement. C2 may use during and after the Term all aggregate non-identifiable data in the Service for purposes of enhancing the Service, technical support and other business purposes.
    2. Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity, unless otherwise provided under an order or another agreement with C2; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service or the Licensed Software; or (vi) access the Service or use the Licensed Software to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
    3. Licensed Software. All agent software provided by C2 as part of the Service (Licensed Software) is licensed to Customer as follows: C2 grants Customer a non-exclusive, license during the Term, to download, distribute (as may require to enable Customer representatives to use the Licensed Software) and operate such software on an unlimited number of computers and networked appliances within Customer’s network environment, for use solely with the Service.
  6. LIABILITY LIMIT.
    1. Exclusion of indirect Damages. C2 IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; LOST PROFITS AND ANY FAILURE OF DELIVERY OF THE SERVICE).
    2. Limit on Liability. EXCEPT FOR C2’S INDEMNITY OBLIGATIONS OR BREACH OF CONFIDENTIALITY, C2’S liability for all damages ARISING OUT OF OR RELATED TO This Agreement (WHETHER IN CONTRACT, TORT OR OTHERWISE) does not exceed the actual amount paid by CUSTOMER within the preceding 12 months UNDER THIS AGREEMENT.
  7. Term and Termination.
    1. Term. This agreement continues until all orders terminate.
    2. Automatic Renewal. All orders automatically renew from year to year until terminated by either party upon at least 30 days electronic or written notice prior to the renewal date. C2 will provide written or electronic notice of all renewals, and send an invoice, within 30 days of the renewal date.
    3. Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement with immediate effect, if the breach has not been cured within 30 days.
    4. Return of Customer Data.
      • During the term of each order, Customer may download the Customer Data in csv format.
      • 30 days after the termination of an order, Customer will no longer have access to the Service, its account or the Customer Data.
      • 30 Days after termination of an order, C2 has no obligation to maintain the Customer Data and may destroy it.
      • Return or Destroy C2 Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay C2 any due but unpaid amounts, and destroy or return the Licensed Software and all other property of C2. Customer will confirm its compliance with this destruction or return requirement in writing upon request by C2.
    5. Suspension of Service for Violations of Law. C2 may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law or any provision of this Agreement, including failure to pay the amount due to C2 in a timely manner. C2 will attempt to provide adequate notice.
  8. Indemnity by C2 For Infringement.
    1. Defense of Third Party Claims. C2 will defend or settle any third party claims against Customer alleging that the Service (not related to Customer Data) used in accordance with this agreement violates a copyright, patent, trademark or other intellectual property right, if Customer:
      • Promptly notifies C2 of the claim in writing;
      • Cooperates with C2 in the defense; and
      • Allows C2 to solely control the defense or settlement of the claim.
      • C2 will pay infringement claim defense costs, and C2 negotiated settlement amounts, and court awarded damages.
    2. Remedies. If such a claim appears likely, then C2 may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If C2 determines that none of these are reasonably available, then C2 will terminated the Service and provide a refund of any prepaid and unused amounts.
    3. Exclusions. C2 has no obligation for any claim arising from:
      • C2’s compliance with Customer’s designs, specification, instructions, or technical information;
      • Modifications made other than by C2;
      • A combination of the Service with other technology where the infringement would not occur but for the combination; or
      • Technology not provided by C2.

This section contains Customer’s exclusive remedies and C2’s sole liability for intellectual property infringement claims.

  1. MISCELLANEOUS.
    1. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
    2. Entire Agreement and Changes. This agreement and each order constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
    3. Electronic Notice. For purposes of service messages and notices about the Services, C2 may place a notice across its pages to alert Customer of important notices. Alternatively, notice may consist of an email to an email address associated with Customer’s account. Customer understands that C2 has no liability associated with Customer’s failure to maintain accurate contact or other information.
    4. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party.
    5. Independent Contractors. The parties are independent contractors with respect to each other.
    6. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
    7. No Additional Terms. C2 rejects additional or conflicting terms of any Customer form or purchasing document.

 

Ver. February, 2017