This Subscription Agreement (“Agreement”) is a binding legal agreement made between Content Economy Co. (“CEC”, “we”, “us”, or “our”) and you (“you”, “your” or “Customer”), and governs your use and access of any products, services or applications offered by CEC and any information, data, or other materials contained in or made accessible by the Products (collectively referred to as the “Products”).
By accessing or using the Services, you acknowledge that you have read and understand this Agreement, that you accept all of the terms and conditions contained here in full, and that you agree to be bound by and comply with such terms and conditions. If you are acting on behalf of an organization or other customer, you represent that you have full legal authority to bind such organization or customer as well as allow CEC to market your usage of our Products.
- Access to Products. Subject to this Agreement and during the term set forth on the applicable Order (“Subscription Term”), you may access and use Products set forth on the applicable Order for your internal business purposes. The rights granted to you in this Section 3.1 are non-exclusive, non-sublicensable and non-transferable. “Order” means CEC’s applicable online order page(s), flows, in-product screens or other CEC-approved ordering document or process describing the products and services you are ordering from us and, as applicable, their permitted scope of use.
- Order Changes. You may add users, increase storage limits, or otherwise increase your use of Products by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
- Restrictions. Except as otherwise expressly permitted in Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of the Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Products to a third party; (c) use the Products for the benefit of any third party; (d) incorporate any Products into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Products intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Product; (h) use the Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Products; or (j) encourage or assist any third party to do any of the foregoing.
- Your Data
- Using Your Data to provide Products to You. You retain all right, title and interest in and to data, content, code, video, images or other materials of any type that you (including any of your end users) submit to the Products (“Your Data”). Subject to this terms set forth herein, and solely to the extent necessary to provide the Products to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Your Data. Solely to the extent that reformatting Your Data for display in a Product constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts and authorized user accounts in order to respond to your support requests.
- Your Data Compliance Obligations. You and your use of Products (including use by your authorized users) must comply at all times with this Agreement and all applicable laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Products and to grant the rights granted to us in this Agreement and (ii) Your Data and its submission and use as you authorize in this Agreement will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. We assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Products.
- Your Indemnity. You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to your breach of Sections 3b (Your Data Compliance Obligations). This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim; and (c) all reasonable necessary cooperation by us at your expense.
- Removals and Suspension. We have no obligation to monitor any content uploaded to the Products. Nonetheless, if we deem such action necessary based on your violation of this Agreement or our policies, or in response to takedown requests that we receive, we may (1) remove Your Data from the Products or (2) suspend your access to the Products. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Product or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Products as described in this Section.
- Third-Party Products. You (including your authorized users) may choose to use or procure other third party products or services in connection with the Products or implementation, customization, training or other services. Your receipt or use of any third party products or services (and the third parties’ use of any of Your Data) is subject to a separate agreement between you and the third party provider. If you enable or use third party products or services with the Products, we will allow the third party providers to access or use Your Data as required for the interoperation of their products and services with the Products. This may include transmitting, transferring, modifying or deleting Your Data, or storing Your Data on systems belonging to the third party providers or other third parties. Any third party provider’s use of Your Data is subject to the applicable agreement between you and such third party provider. We are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.
- Subscription Plan Renewals; Payment.
- Monthly and Annual Plans. Except as otherwise specified by us, all Products are offered either on a monthly subscription basis or an annual subscription basis.
- Renewals. Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Products or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Product continuing to be offered and will be charged at the then-current rates.
- Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable. We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by us thirty (30) days after the mailing date of the invoice, or your access to the Products may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with accessing the Products other than U.S. taxes based on our net income.
- IP Rights in the Products and Feedback.
- Products are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback (defined below).
- From time to time, you may choose to submit comments, questions, ideas, suggestions or other feedback relating to the Products (“Feedback”) to us as well as your usage of the product constitutes “Feedback”. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback on product usage in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
- Confidentiality. In the course of their dealings, the parties may disclose to one another Confidential Information. “Confidential Information” means the terms of this Agreement, the discussions and negotiations between the parties in connection with this Agreement, any information related to the business or operations of a party, and any information that is considered confidential by a party and either identified as such at the time of disclosure by such party or would be understood to be of a confidential or proprietary nature by a reasonable person. Confidential Information does not include information: (a) generally available to or known to the public, (b) previously known to the recipient, (c) independently developed by the recipient outside the scope of this Agreement, (d) lawfully disclosed by a third party not under an obligation to keep such information confidential, or (e) disclosed during testimony before any judicial or quasi-judicial court or tribunal. Neither party will disclose Confidential Information to any third party, other than to its employees or contractors with a need to know such information who are subject to confidentiality obligations no less protective of the Confidential Information than the terms herein for a party to fulfill its obligations under this Agreement, without the express written consent of the other party, nor will a party make use of any Confidential Information other than in the performance of rights or obligations under this Agreement. Each party will use at least the same degree of care to avoid disclosure of Confidential Information as it uses with respect to its own Confidential Information.
- Term; Termination.
- Term. These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.
- Termination for Cause. Either party may terminate this Agreement (including all related Orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
- Effects of Termination. Upon any expiration or termination of this Agreement, you must cease using all Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of this Agreement (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of the Products during the applicable Subscription Term.
- Survival. Any unpaid and accrued fees and the following provisions will survive any termination or expiration of this Agreement: Sections 2, 3b, 3c, 4, 6, 7, 8c, 8d, 9, 10, 11, 12, 13, and 14.
- Disclaimers. THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CEC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (B) THAT ACCESS TO THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND (C) NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM CEC OR THROUGH THE PRODUCTS SHALL BE CONSTRUED TO CREATE ANY WARRANTY EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), (A) NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. “Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in this Agreement, and (3) your breach of Section 2 (Restrictions).
- IP Indemnification. We will defend you against any claim brought against you by a third party alleging that the Products, when used as authorized under this Agreement, infringe any third-party intellectual property right (“Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of the Products is (or in your opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund any prepaid amounts for the terminated portion of the Subscription Term. Our indemnification obligations above do not apply: (1) if the Product is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (2) if the Product is used in combination with any non-CEC product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (3) to unauthorized use of Products; (4) to any Claim arising as a result of (y) Your Data or circumstances covered by your indemnification obligations in Section 5.4 (Your Indemnity) or (z) any third-party deliverables or components contained with the Products or (5) if you settle or make any admissions with respect to a Claim without our prior written consent. THIS SECTION 11 (IP INDEMNIFICATION) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS.
- Export Controls. You may not remove or export from the United States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
- Assignment. We may assign this Agreement in whole or in part in its discretion. You may not assign this Agreement without our prior written consent; provided, however, that you may assign this Agreement without our consent to a successor-in-interest to all or substantially all of the business or assets pertaining to the subject matter hereof whether by merger, reorganization, asset sale or otherwise. Any attempted assignment other than as permitted in this Section will be null and void.
- General. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Both parties agree that this Agreement, together with any applicable Order Form, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, including any prior non-disclosure or evaluation agreement between the parties, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. CEC shall not be liable disruptions to the Products or nonperformance resulting from force majeure, including natural disasters, labor disturbances, nonperformance by subcontractors or suppliers, delays or failures of telecommunications, weather conditions, war, terrorism, epidemics, governmental or court orders, or any other reason beyond the reasonable control of CEC. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind CEC in any respect whatsoever. The failure of CEC to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”
- Notice. All notices under this Agreement will be in writing to the contact information set forth in the applicable Order and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- About the WORKOPTI Invite Only Strategy-Execution Board Creator Program. Any IP integrated into the WORKOPTI platform is owned by its original creator (hereby known as the "original creator") who is also a member of our exclusive members of our invite-only Strategy-Execution Board Creator Program.
- Ownership of Intellectual Property as Original Creators in the WORKOPTI Invite Only Strategy-Execution Board Creator Program. Any intellectual property that originates from or is developed by its Original Creator shall remain the exclusive property of that specific Original Creator as a member of the invite only Strategy-Execution Board Creator program.
- Governing Law. This Agreement shall be governed by the laws of the State of Georgia without regard to the principles of conflicts of law. Unless otherwise elected by CEC, you are subject and shall submit to the exclusive personal jurisdiction of the federal and state courts of the State of Georgia.