Last Updated June 29, 2015.
This Master Subscription together with an executed order for services (“Order”) and any other documentation or agreements incorporated herein by reference (collectively “Agreement”) contain the terms and conditions that govern your access to and use of the MyObjectives.com software (“Services”). The Agreement, along with the Privacy Notice, which is incorporated by this reference, is effective as set forth in each Order and forms a binding agreement between Alliance Enterprises, Inc. (“Alliance” “we” or “us”) and you. Alliance may revise this Master Subscription Agreement from time to time, in our discretion without notice to you, provided that no changes materially adversely affect your use of the Services. Thereafter, by continuing to use or receive the Services, You agree to be bound by the revised Agreement. The most current version of the Master Subscription Agreement can be reviewed by clicking on the “Master Subscription Agreement” link located at the bottom of the MyObjectives.com website (https://myobjectives.com) (“Website”). Changes become effective immediately at the time of posting. To the extent there is a conflict between this Master Subscription Agreement and the Order, the terms of the Order will govern.
1. SUBSCRIPTION SERVICES.
By paying the fees set forth in the Order, and subject to compliance with the terms and conditions set forth in the Agreement, You shall be entitled to access the Services elected in each Order for the term set forth in the Order (“Term”).
2. USE OF THE SERVICES.
During the Term, We grant You and Your Users (defined below) a non-exclusive, non-transferable, non-sublicensable license to (i) access and use the Services via the Internet. You shall not (and shall not allow any third party to) (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services, (ii) remove any product identification, copyright or other notices displayed on the Services or (iii) assign, transfer, provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise permit any third party (other than Your employees and agents) to use the Services or (iv) use the output or other information generated by the Services for any purpose other than as contemplated by the Agreement. We retain all title to, and except as expressly licensed herein, all rights to the Services, including, without limitation, all copies, derivatives and improvements thereof and all related documentation and materials. “Users” means your employees or authorized users who use the Services and are required as a condition of using the Services to review and accept this Master Subscription Agreement.
3. ALLIANCE PROPRIETARY RIGHTS.
The Services are owned by Alliance or its third party licensors and are protected by intellectual property and other laws throughout the world. You may not copy, reproduce, republish, distribute, sell, license, transfer or modify the Services without the express written permission of Alliance. In addition, the trademarks, logos and service marks displayed on the Services are the property of Alliance or its licensors. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING OR DUPLICATING OR ANY OTHER MISUSE OF ANY PART OF THE SERVICES IS PROHIBITED. Use of the Services for any purpose not expressly permitted in the Agreement is prohibited.
4. FREE TRIAL.
If you register for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Services(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Any data you enter into the services during your free trial will be permanently lost unless you purchase a subscription to the same services as those covered by the trial, or export such data, before the end of the trial period.
If there is no activity for 90 days, We reserve the right to terminate Your service(s). Your service(s) will be de-provisioned and all data erased.
5. ACCESS TO THE SERVICES.
Alliance does not provide you with access to the Internet or the equipment necessary to access the Internet or the Services. You are responsible for the fees charged by other parties to obtain access to our Services and for providing the equipment necessary to access the Services. From time to time Alliance may modify, suspend or discontinue any of the Services without notice to you. Alliance shall not be liable to you for any modification, suspension or discontinuance of Services.
6. FEES AND PAYMENT.
We will charge your account on the first day of each month for use of the Services (“Fees”) as detailed in the Order Form. Fees are based upon the number of scorecards You have authorized on the last day of the month that has just ended. Fees are non-refundable. We have the right to increase the monthly Fees upon notice of any such increase at least forty-five (45) days prior to such fees going into effect. All charges and fees shall be remitted in the currency specified in the applicable invoice and are exclusive of any taxes, duties, or similar charges imposed by any government or other authority.
7. OBLIGATIONS OF THE PARTIES.
You will, and will ensure Your Users, use the Services for lawful purposes only. You are responsible for Your Users’ use of Your Content (defined below) and the Services. You will ensure that all Users comply with all obligations under the Agreement and that the terms of Your agreement with each User are consistent with the Agreement. If You become aware of any violation of obligations under the Agreement by a User, You will immediately terminate such User’s access to the Services. Through the Services You (and Your Users) are able to upload (or have Us upload on Your behalf) text, images and data. All such content that is uploaded by You or provided to Us by You is deemed “Your Content.” Your Content includes all information related to Your Users (including, e.g., team icons, strategy maps, etc.) You will not upload, provide access to, or otherwise transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law. You will be responsible for protecting the confidentiality of User password(s). You are solely responsible for all of Your Content. You grant Us a non-exclusive, non-transferable, license to use Your Content solely in connection with Our provision of the Services.
Users will be deemed to have agreed to Alliance’s User code of conduct (“User Code of Conduct”) by accessing and using the Services. You agree that Your collection and use of any information from Your Users using the Services, shall be in compliance with the Agreement, Privacy Notice and all applicable law (including, without limitation, all data privacy laws).
We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide our standard support for purchased services to You at no additional charge, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-MyObjectives.com Application, or denial of service attack.
We may suspend Your or any of Your User’s right to access or use any portion or all of the Services immediately upon notice if We determine:
a. You or your User’s use of the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or the content of any other third party, (iii) may subject Us or any third party to liability or (iv) may be fraudulent;
b. You or your Users are in breach of the Agreement, including if You are delinquent in payment obligations for more than fifteen (15) days; or
c. You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
If We suspend Your right to access the Services: (i) You remain responsible for all fees incurred through the date of suspension, (ii) We will not erase any of Your Content as a result of Your suspension for sixty (60) days, after which the suspended account will be terminated and all data erased from the Alliance system. Our right to suspend Your or Your User’s right to access or use the Services is in addition to Our right to terminate the Agreement.
9. LINKS TO THIRD PARTY SERVICES.
While our Services may have links to the websites of other companies and parties, Alliance has no control over those websites. Alliance is not responsible or liable for any content, advertising, products, services or other materials on or available from those websites. Alliance is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, advertising, products, services or other materials on those websites.
10. CONTACT US.
If you have any questions or concerns, please reach out to us at email@example.com.
This Agreement will continue on a month to month basis unless terminated earlier. You may terminate this Agreement at any time by not renewing at the commencement of the next month. Either party may terminate this Agreement immediately on the other party’s material breach of this Agreement or a Service Order. This Agreement will terminate automatically if an automated payment is unsuccessful and we have not received payment within fifteen (15) days after such automated payment failed. If We terminate this Agreement and Your right to access the Services: (i) You remain responsible for all fees incurred through the date of termination, (ii) We will not erase any of Your Content as a result of Your termination for sixty (60) days, after which all data will be erased from the Alliance system.
12. CONFIDENTIAL INFORMATION; PERSONAL DATA; FEEDBACK.
Each party shall each retain in confidence all information provided to it by the other party pursuant to or in connection with the Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”) and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms and during the term of the Agreement. The parties shall treat the terms and conditions of the Agreement as confidential; however, either party may disclose such information in confidence to its legal and financial consultants as required in the ordinary course of that party’s business. Your Content is Your Confidential Information.
Exclusions. Confidential Information shall not include information that the receiving party can establish: (a) has entered the public domain without the receiving party’s breach of any obligation owed to the disclosing party; (b) is rightfully received by the receiving party from a third party without confidentiality restrictions; (c) is known to the receiving party without any restriction as to use or disclosure prior to first receipt by the receiving party from the disclosing party hereunder; or (d) is independently developed by the receiving party.
Disclosure Required By Law. If any applicable law, regulation or judicial or administrative order requires the receiving party to disclose any of the disclosing party’s Confidential Information (a “Disclosure Order”) then, unless otherwise required by the Disclosure Order, the receiving party shall promptly notify the disclosing party in writing prior to making any such disclosure, in order to facilitate the disclosing party’s efforts to protect its Confidential Information. Following such notification, the receiving party shall cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the disclosing party’s Confidential Information.
Personal Identifiable Information. PII means data that can be used to identify, contact, or locate a natural person, including, without limitation, a natural person’s name, email address, Social Security number, and telephone number. Other than as required for use of the Services (which requires name and email address/contact information for each user that will use the Services) (“Required PII”), no other PII is required for use of the Services. All PII is deemed Your Confidential Information. All PII is subject to the Privacy Notice; however you are solely liable for all PII that is entered into the Services other than the Required PII. We assume no liability for PII other than Required PII except to handle it in accordance with the obligations of confidentiality and Alliance Privacy Notice. You are responsible for monitoring the use of PII with the Services and complying with all applicable laws in collecting and providing data to Us.
Feedback. Any suggestions, comments, or other input You give to Us (“Feedback”), even if designated as confidential, will not create any confidentiality obligation for Us. We will be free to use, reproduce, license or otherwise distribute, and exploit Feedback to improve and enhance Our products, technology, services, documentation or otherwise. Our use of Feedback does not create any obligation to You. You agree not to provide Us with any Feedback that is subject to license terms that seek to require any of Our products, technologies, services or documentation incorporating or derived from such Feedback, or any of Our intellectual property, to be licensed or otherwise shared with any third party.
13. DISCLAIMER OF WARRANTIES.
EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALLIANCE DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, LOST PROFITS, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO EITHER PARTY’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS. IN NO EVENT SHALL ALLIANCE’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) EXCEED THE TOTAL AMOUNT OF FEES RECEIVED DURING THE PREVIOUS MONTH.
You will indemnify and defend Us, Our directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses (“Claims”), incurred by Us in connection with any actual or threatened third-party claim arising directly or indirectly from Our use of Your Content as provided in the Agreement. We will indemnify and defend You and Your directors, officers, and employees from and against all Claims incurred by You to the extent that the Claims arise out of Our infringement, misuse or misappropriation of any third party IP rights. The indemnified party must: (i) give the indemnifying party prompt written notice of the claim; (ii) cede full and complete control over the defense and settlement of the claim to the indemnifying party; (iii) provide assistance in connection with the defense and settlement of the claim as the indemnifying party may reasonably request; and (iv) comply with any settlement or court order made in connection with the claim.
16. U.S. GOVERNMENT RIGHTS.
The Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If You are using the Services on behalf of the U.S. Government and the Agreement fails to meet the U.S. Government’s needs or is inconsistent in any respect with federal law, you will immediately discontinue using the Service. The terms “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
17. IMPORT AND EXPORT COMPLIANCE; PROHIBITED COUNTRIES; DENIED PARTIES.
In connection with the Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Services, including Your transfer and processing of Your Content, the provision of Your Content to Your Users, and the country in which any of the foregoing occur.
Alliance complies with U.S. regulations related to embargoed countries. As such, Alliance currently prohibits the usage of its products and services in Cuba, Iran, North Korea, Sudan, and Syria. Because this list of countries may change from time to time, customers and their users are urged to consult the list of countries set forth in Country Group E of the US Export Administration Regulations or in accordance with Canada’s Area Control List under Canada’s Export and Import Permits Act.
The exportation, re-exportation, sale or supply, directly or indirectly, from the United States, or by a U.S. person wherever located, of any Alliance products, services or technology (including technical data) to any of these countries is strictly prohibited without prior authorization by the U.S. Government.
Alliance products may not be exported or re-exported to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Person’s List or Entity List, the State Department’s Debarred list, or similar government authorized denied parties list.
You agree that We may use your name and logo to identify You as a customer.
19. CHOICE OF LAW & VENUE.
The Agreement, your access and use of the Services and the relationship between you and Alliance is governed by the laws of the State of Washington, without giving effect to its conflict of law provisions. Alliance and you both agree to submit to the personal and exclusive jurisdiction of the courts of the State of Washington.
20. COPYRIGHT AND TRADEMARK NOTICE.
Services and its contents Copyright (c) 2015 Alliances Enterprises, Inc. All rights reserved. All brands of Alliance products and services shown herein are the trademarks or registered trademarks of Alliance. Other trademarks belong to their respective owners.
Our relationship is not one of agency or partnership and neither you nor Alliance shall be deemed to be a partner, employee, fiduciary, agent or representative of the other by your use of the Services. You may not assign or transfer your rights to any third party. The terms and conditions in the Agreement are severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall still be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. If Alliance fails to enforce any provision of the Agreement it shall not constitute a waiver of such provision. We may assign our rights and obligations under the Agreement. The Agreement will inure to the benefit of Alliance’s successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of the Agreement, or to exercise any right thereunder, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. The Agreement, and the documents incorporated by reference, constitute the entire understanding between us regarding your access to, license and use of the Services, and they supersede any prior agreements, statements or representations with respect to the same.