OKRify Master Subscription Agreement
Please scroll down and read carefully all the OKRify master subscription agreement terms and conditions contained herein (this “agreement”) before using the software defined herein as the “service”.
by doing any of the following:
- clicking the "accept" button displayed as part of the installation;
- downloading or using the software;
- signing an order form referencing these terms; or
- paying an invoice with these terms
you agree to the following terms and conditions governing your use of the services (defined below) offered by Cloudist Technology Inc, dba OKRify (“OKRify”) and you acknowledge that you have read and understand this agreement. if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the power and authority to bind such entity to this agreement, in which case the term“customer”shall refer to such entity or individual. if customer does not have such authority, or if customer does not agree with these terms and conditions, customer must: select the"decline"button; not install the service; and not use the service. this agreement is effective when customer clicks “i accept” or customer downloads or begins using the service, which ever is earlier, and then will become coterminous with the subscription period thereafter (“effective date”).
This Agreement governs Customer’s use and OKRify’s delivery of the software solutions owned by OKRify or an Affiliate of OKRify. Customer agrees that Customer’s subscription to the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by OKRify regarding future functionality or features.
1.License Grantand Restrictions
1.1.Sub scription to the Service. Subject to the terms of this Agreement, OKRify hereby grants to Customer a non- sublicensable, non-transferable (except as provided in this Agreement), non-exclusive subscription license for Customer’s use of the Service by the quantity of subscription Users (and/or up to the volume of Service Events or SMSEvents) as specified in an associated Order Form or invoice, in accordance with the Documentation and solely for Customer’s internal business purposes. User subscription licenses are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service. OKRify and its Affiliates reserve all rights not expressly granted to Customer in this Agreement.Customer may allow Customer’s Affiliates to access and use the Service.Customer is solely liable and responsible for Customer’s Affiliate access and use of the Service and compliance with this Agreement.
1.2.Additional Use.If Customer wishes to add additional Users,Customer should contact OKRify and OKRify will make the Service available for the additional Use on the terms and conditions set forth in this Agreement. The term of any additional Users’ access to the Service will be coterminous with the preexisting subscription term and all other terms of this Agreement.
1.3.Restrictions. Customer shall not
(i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Service for a third party’s benefit unless authorized by OKRify;
(ii) transfer, assign (except as provide in this Agreement), distribute or otherwise commercially exploit the Service, OKRify’s System or Content;
(iii) modify or make derivative works based upon the Service or the Content;
(iv) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wire lessor Internet-based device;
(v)reverse engineer or de compile the Service or OKRify System;
(vi) interfere with or make use of the Service in any manner not consistent with the Documentation;
(vii) upload Customer Data or Customer Templates to the Service that contain any Malicious Code or programming routines, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information; or
(viii) access the Service for purposes of monitoring its availability, penetration or securiy testing, or any bench marking or competitive purposes.
2.Compliance with Laws
2.1.Customeris responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data.
2.2.OKRify shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with providing the Service.
3.Intellectual Property Ownership
3.1.OKRify and its Affiliates own all rights, title and interest, including all related Intellectual Property Rights, in and to the OKRify System, the Content, and the Service, and any suggestions, ideas, enhancement requests, feedback, or recommendation provided by Customer relating to the Service. The OKRify name, the OKRify logo, and the product names and logos associated with the Service are trademarks of OKRify or OKRify Affiliates.
3.2.Customer retains all right, title, and interest in and to the Customer Data and Customer Templates. Customer grants to OKRify the necessary licenses and rights to Customer Data and Customer Templates solely as necessary for OKRify to provide the Service and Support Services to Customer. OKRify will not use or access any Customer Data or Customer Templates except as necessary to provide the Service or Support Services. OKRify may evaluate Customer’s use of the Services which may include reviewing Customer Data and User Details for industry bench marking, analytics, marketing, and other business purposes (“Service Attributes”). For the sake of clarity, OKRify may only use these Service Attributes or anonymized meta data for internal purposes only to improve the Services. OKRify may use and disclose the aggregated and anonymized Customer Data or User Details for the foregoing purposes, provided that they do not include any data that would reveal the identification of Customer, Customer Data, or any other Customer Confidential Information.
4.Fees and Billing
4.1.Fees for the Service are described in an associated Order Form or invoice. All fees due are payable in U.S.Dollars unless otherwise stated on an Order Form. OKRify’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on OKRify’s income.
4.2.Billing and Payment. OKRify issues invoices for the Service on or about the subscription start date for the Initial Term. Fees for the Service shall be paid annually in advance. For multi-year Service subscriptions, OKRify will invoice to receive payment each year in advance, on the anniversary of the subscription start date each year.Unless other wise stated on an Order Form or statement of work, fees for the Services and Professional Services are due immediately upon invoice receipt.Customer is responsible for providing complete and accurate billing and contact information and notifying OKRify of any changes to such information. All Service and Support Services (when applicable) payment obligations are non-cancel able, and all amounts paid are nonrefundable, except as expressly set forth in this Agreement. If Customer adds additional Users to the Service, allows use of the Service by more than the paid-for number of Users, OKRify will invoice Customer for the additional applicable fees at the same rate for the current term.
This Agreement commences on the Effective Date and will continue for an initial term of 1 year or the length specified in the initial Order Form (“Initial Term”). Upon the expiration of the Initial Term, this Agreement and the associated Order Forms will automatically extend for successive terms of 1 year, provided that either party may terminate this Agreement or reduce the number of Users,or Support Services effective upon the expiration of the Initial Term or then-current term, by notifying the other party in writing at least 30 days prior to the expiration of the Initial Term or then-current term.
From time to time, Customer may purchase professional services from OKRify relating to installation, training, implementation, or configuration of the Service(“ProfessionalServices”).Professional Services performed by OKRify, and the applicable fees for such Professional Services, shall be governed by a statement of work or an Order Form which identifies Professional Services, under the terms of this Agreement.
6.1.Scheduling Services and Invoicing. Customer and OKRify shall cooperate to promptly schedule the Professional Services. In the eventCustomer requests changes to, or cancels the agreed-upon schedules, Customer may be charged a rescheduling fee equal to 5% percent of the applicable fees specified in the statement of work. Customer will be invoiced for Professional Services provided in the performance of a statement of work. OKRify invoices monthly for Professional Services.
6.2.Travel Expenses. If travel is required for Customer’s Professional Services, Customer agrees to pay reasonable and pre-approved travel expenses associated with all Professional Services. Such travel expenses will be reimbursed to OKRify by Customer as follows:
6.2.1.Meals shall be reimbursed at the actual cost. Meals may be invoiced for each day Professional Services are provided in the performance of a statement of work. OKRify will provide Customer a copy of receipts substantiating meal expenses.
6.2.2.Hotel Expenses shall be reimbursed at the actual cost.OKRify will use Customer’s recommended hotels and preferred rates if provided by Customer.OKRify will provide Customer a copy of receipts substantiating hotel expenses.
6.2.3.Air travel expenses shall be reimbursed at actual cost including standard baggage fees. OKRify will book economy, non-refundable, advance, non-stop of are when available. Air travel will be booked by OKRify only upon Customer’s written confirmation of the schedule. In the event Customer request changes to the schedule after providing confirmation, Customer will be responsible for reimbursing the air fare and any additional fare difference or change fees incurred by OKRify.OKRify will provide Customer a copy of receipts substantiating air travel expenses.
6.2.4.Rental car expenses shall be reimbursed at actual cost oft he rental including fuel consumed. OKRify will reserve standard 4 door class vehicles. OKRify will provide Customer a copy of receipts substantiating rental car expenses.
6.2.5.Public transportation, including taxi, subway, ride-share, and rail shall be reimbursed at actual costs.OKRify will provide Customer a copy of receipts substantiating public transportation costs provided such costs exceed $10 dollars per occurrence.
6.3.Work Product. OKRify shall hold all rights, title, and interest, including but not limited to patents, letter patent, patent applications, copyrights registrations, trade secrets, and or similar protection, in and to all documents, drawings, manuals, notebooks, reports, sketches, records, computer programs of aware code, and the like(“WorkProduct”) provided or created during the performance of Professional Services. Work Product shall not include Customer Data or Customer Templates.
6.4.License. OKRify agrees to grant to Customer a perpetual, worldwide, nonexclusive, non-sub licensable, nontransferable, non-assignable (except as provided in thisAgreement),fully paid up, limited, license to use the Work Product with the Service.Unless other wise expressly provided in any applicable statement of work,Customer is granted no title or rights of ownership in the Work Product.
6.5.Professional Services Warranty.OKRify warrants that the Professional Services delivered will substantially conform to the deliver ables specified in the applicable statement of work and that all Professional Services will be performed in a work man like manner consistent with industry standards for similar work.If Professional Services do not substantially conform to the deliverables, Customer shall notify OKRify of such non-conformance in writing, within 10 days from completion of Professional Service, and OKRify shall promptly repair the non-conforming deliverables.the express warranties for professional services specified in this section are exclusive and take the place of and supersede all other warranties, express or implied including warrant is of merchant ability or fitness for a particular purpose.
7.Suspension and Termination
If Customer is in breach of this Agreement due to non-payment, OKRify may suspend Customer’s access to, and use of the Service until Customer has cured the breach. OKRify will provide at least 15 days’ notice prior to any such suspension due to non-payment. Additionally, either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach within 30 days after written notice of such breach. Upon the expiration or termination of this Agreement for any reason:
(a) any amounts owed to OKRify by Customer under this Agreement before such termination will become immediately due and payable in accordance with Section 4 except where this Agreement is terminated by Customer in accordance with this paragraph due to OKRify’s uncured breach then OKRify will refund Customer prepaid fees prorated from the effective date of termination,
(b) OKRify will terminate Customer’s access to or use of the Service. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to OKRify for the period prior to the effective date of termination.
8.Representations and Warranties
8.1.Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
8.2.Data Warranty. Customer represents and warrants that Customer owns or has obtained all rights, consents, permissions,or licenses necessary to allow the Service’s access to, or possession, manipulation, processing, or use of the Customer Data and Customer Templates.
8.3.Service Warranty. OKRify represents and warrants that the Service will perform in all material aspects with the Product Specifications and that it owns or otherwise has sufficient rights to the Services to perform its obligations herein.
9.Disclaimer of Warranties
Except as expressly set forth in this agreement, OKRify and its affiliates make no warranty of any kind related to the service and all content is provided to customer strictly on an “as is, as-available” basis. all other implied or statutory warranties, including, without limitation, any implied warranty of merchant ability, title, fitness for aparticular purpose, or non-infringement, are here by disclaimed to the maximum extent permitted by applicable law.
10. Mutual Indemnification
10.1.Customer’s Indemnity. Subject to this Agreement,Customer will
(i) defend, or at its option settle, any claim made or brought against OKRify by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Services with non-OKRify products or services; or (III) Customer’s use of the Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such claim, or (b) or those damages agreed to in a monetary settlement of such claim. this section sets forth the entire obligation of customer and OKRify’s exclusive remedy against customer for any claim under this section.
10.2.OKRify’s Indemnity. If any action is instituted by a third party against Customer arising out of, or in connection with a claim the at the Service or Professional Services, as provided, infringes a copyright, registered patent or trade mark, then OKRify shall indemnify and hold Customer, Customer’s Affiliates and each such party’s parent organizations, subsidiaries, officers, directors, employees, and agents harmless from and against any and all costs, damages, losses, liabilities and expenses(including reasonable attorneys’ fees and costs) arising out of, or in connection with acclaim and will defend such action at its own expense on behalf of Customer and will pay all damages attributable to such claim which are finally awarded against Customer or paid in settlement of such claim. OKRify will, at its option and expense, and in addition to indemnifying Customer asset fort in this section:
(a) procure for Customer the right to continue using the Service;
(b) replace or modify the Services ot hatitis no longer in fringing but continues to provide comparable functionality; or
(c ) terminate this Agreement and Customer’s access to the Service and refund any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement. OKRify will have no liability to Customer for any infringement action that arises out of a breach of the terms and conditions of this Agreement by Customer or of the use of the Service
(i) after it has been modified by Customer or a third party without OKRify’s prior written consent, or
(ii) in combination with any other service, equipment, software or process not provided by or authorized by OKRify where the combination is the basis for the infringing activity. this section sets forth the entire obligation of okrify and customer’s exclusive remedy against okrify or any of its suppliers for any infringement claim.
10.3.Procedure. A party seeking indemnification under this Section 10 will
(a) give written notice of the claim promptly to the other party;
(b) give the other party sole control of the defense and settlement of the claim; and
(c ) provide to the other party all available information and assistance.
11.1.Confidential information.Each party (the “Disclosing Party” ) may from time to time disclose to the other party(the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, Customer Data, Customer Templates, User Details, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential information Protection of Confidential information. The Receiving Party will not use any Confidential information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential information for puposes of the Agreement and who are under a duty of confidentiality noless restrictive than the Receiving Party’s duty under this Section11.2. The Receiving Party wil lprotect the Disclosing Party’s Confidential information from un authorize duse, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. In the case of OKRify, including maintaining Appropriate Security Measures.
11.2.Exceptions.The Receiving Party’s obligations under Section11.2 with respect to any Confidential information Of the Disclosing Party will not apply if such information:
(a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party;
(b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions;
(c ) is, or through no fault of the Receiving Party has become, generally available to the public; or
(d) was independently developed by the Receiving Party with out access to,or use of, the Disclosing Party’s Confidential information. Inaddition, the Receiving Party will be allow edit disclose Confidential information of the Disclosing Party to the extent that such disclosureis
(i) approved in writing by the Disclosing Party;
(ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or
(iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party,at the Disclosing Party’s request and expense,in any law full action to contest or limit the scope of such required disclosure. Disclosure pursuant to Section 11.3
(iv) shall not render Confidential Information as non-confidential or remove such Confidential Information from the obligations of the confidentiality obligations set forth in this Section 11.
11.3.Return of Confidential information. The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement.The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 13.4. When applicable,return of Customer Data is governed exclusively by the applicable Exhibit B for each Service. Not with standing the foregoing, the Receiving Party may retain a limited number of electronic backup copies of Confidential Information as are automatically created and retained by the Receiving Party’s standard backup processes and systems. The Receiving Party shall comply with its obligations under this Agreement with regard to such copies and shall destroy them in accordance with Receiving Party’s normal
12.Assignment and Change in Control
This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably with held) except in connection with
(i) amerger, consolidation, or similar trans action involving (directly or indirectly) a party,
(ii)a sale or other disposition of all or substantially all of the assets of a party, or
(iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be null and void and have no effect.
13.Subscription Through Third party
OKRify authorizes certain third parties to resell OKRify Services (“Resellers”). Customer’s use of the Service purchased through a Reseller is governed solely and exclusively by this Agreement except for subscription term, payment, fees, and delivery terms that are contracted directly between Customer and Reseller. By purchasing through a Reseller,Customer expressly agree to abide by this Agreement,as maybe updated from time to time,except where Reseller is authorized by OKRify to contract for use of the Service.
14.Export and Anti-Corruption
The Services, Content, other technology OKRify makes available, and derivatives there of may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S.government denied party list. Customer shall not permit Users to access or use any Service or Content in a U.S.-embargoed country or in violation of any U.S. export law or regulation. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of OKRify’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify OKRify’s legal department at [email protected].
In the event of a conflict between the terms in the main body of this Agreement and the terms in any Order Form or statement of work,the Order Form then the statement of work will prevail and control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s),with all other provisions remain engine full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between Customer and OKRify.
The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by the other party in writing.This Agreement, together with any associated Order Forms or invoices, comprises the entire agreement between Customer and OKRify and supersedes all prior or contemp or aneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained here in, including any previously executed electronic or URL version of a OKRify subscription agreement, commonly known as a click through or end user license agreement.
The parties acknowledge and agree that any terms or conditions issued in a purchase order or other form to okrify shall have no force or effect and those terms are for payment processing purposes only and a reexpressly rejected by both parties related to the subject matter of this agreement.
All notices, required or permitted under this Agreement must be delivered in writing by courier, email, or by certified or registered mail (postage prepaid and return receipt requested) to the other party. Notice hereunder will be effective
(a) upon receipt or 3 days after being deposited in the mail as with the postal authority of the receiving party’s country, whichever occurs sooner, or
(b) if delivered by email, upon receipt of the email. Any notice to OKRify will be delivered to [email protected]. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure. This Agreement may be signed by facsimile or electronic signature, and or in counter parts, each of which will constitutean original, but all of which together will constitute the same instrument.Customer acknowledges and agrees tha t OKRify may, from time to time, rebrand or rename the Services including, but not limited to, domain names, software titles, User subscription classifications and website names. Any such rebranding or renaming shall not affect the Services functionality or level of subscriptions in an Order Form or invoice. With approval of Customer, OKRify may issue a press release regarding the relationship between Customer and OKRify, refer to Customer in marketing initiatives, and use Customer’s logos for such purposes. As OKRify may request from time to time, Customer shall participate in OKRify’s reference program and shall work with OKRify’s representatives, at OKRify’s cost and expense, on a usecase overview and video or written testimonial, with content subject to review and approval by Customer.
OKRify Service Level Agreement
This Service Level Agreement (“SLA”) details OKRify's commitments in relation to Support Services.
If Customer has paid OKRify all applicable fees due for the Service, OKRify will provide Support Services to Customer’s administrator(s) in the English language. To receive Support Services, Customer may email [email protected] or use Live Chat as list edon the OKRify website or contact your Account Contact.
1.Problem Response and Resolution. OKRify will address Service Level Incidents and other non-Service Level Incident support requests in accordance with the schedule below. If applicable, response times in the table below will be adjusted to match the paid support plan purchased.
Problem Severity Level
The Service is not available for use
The OKRify support team will respond within 4 Business Hours.
A documented feature is not available but doesnot prevent the use of a Tier 1 function in the Product Specifications.
The OKRify support team will respond within 8 Business Hours.
A documented feature is impaired but does not prevent the use of a Tier 1 function in the Product Specifications.
The OKRify support team will respond within 16 Business Hours.
A level 4 issue is a general usage question or issue that may be cosmetic in nature or documentation related. OKRify Software works without any functional limitation.
The OKRify support team will respond within 16 Business Hours.
Enhancement Request (ER):
An enhancement request is a request for future product Enhancement or modification to add official support and documentation for unsupported, undocumented, or Features that do not exist in the OKRify software.
The OKRify support team will respond with in 16 Business Hours. Response is limited to a Support representative triaging the request to provide feedback about possible work a rounds and confirmation the enhancement request has been created
Customer acknowledges that the Service is dependent on Customer’s implementation and configuration of the Service and the availability and performance of technology from third-party software and hardware vendors including but not limited to salesforce.com, Salesforce App Exchange products and custom applications, Microsoft, Google, and the providers of Internet browsers. OKRify has no control over, and is not liable for, performance issues or downtime of the Service to the extent caused by such factors.