Terms of Service.

Services

HEEDIFY proprietary technology platform and solutions are the "Services" which are licensed to Customer to access under the Terms of this Agreement for the purpose of configuring call flow in the Customer's team communication platform (Microsoft Teams). For clarity, "Users" means the named individuals, the Customer employees or consultants, authorized or assigned by Customer to use or access the Services as provided for herein. Customer is liable for any misuse of the Services and/or breach of this Agreement by its Users. Customer may transfer the rights to a new User, so long as the prior User discontinues all use of the Services and said transfer does not exceed the maximum number of Users authorized. Other limitations, if any, will be documented on the applicable Order Form. The Services are hosted on Microsoft Azure ("AZURE") and are subject to the Microsoft terms and conditions of service. Except for the limited rights and licenses expressly granted hereunder, no other right, license or option is granted, no other use is permitted, and HEEDIFY owns and retains all rights, title and interests in and to the Services and HEEDIFY documentation.

Third Party Software

The Services may operate or interface with other software products or applications which shall be licensed from such third parties by Customer. The use of such third-party software may be subject to additional or different terms. Customer is responsible for installing, operating and maintaining all necessary rights to use third party software or applications with which the Services interact. HEEDIFY does not guarantee the availability of any third-party products. Additionally, HEEDIFY shall have no liability to Customer for Customer's failure or inability to do any of the foregoing. Customer agrees to indemnify and hold HEEDIFY harmless from any claims by such third parties which result from Customer's use of any such third-party software.

Term and Renewal

The duration, renewal terms (whether automatic or by mutual written agreement) and notice periods shall be those exclusively defined on the applicable Order Form. In the absence of specific stipulation on the Order Form, the Agreement is concluded for an initial term of twelve (12) months, renewable by written agreement of the Parties, without tacit renewal. At time of Renewal, Customer may change the number of Users. This Agreement will remain in effect until terminated.

Termination

Upon any expiration or termination of this Agreement, Customer's right to use the Service shall cease. (i) Termination for Convenience: During any Renewal Period, either Party may terminate as provided on the Order Form. (ii) Termination for Cause: Either Party may terminate this Agreement in the event of breach by the other Party which is not cured within 20 days after receipt of Notice stating the nature of the breach.

Fees, Payment and Taxes

Customer shall pay HEEDIFY the all applicable fees for the Service and number of Users as set forth in the applicable Order Form. Payment obligations are non-cancelable, and fees paid are non-refundable. Unless a different cap is expressly set forth on the applicable Order Form, the per User pricing during any automatic Renewal Term will be no more than five percent (5%) higher than that during the immediately prior term for the same number of Users for the same functionality unless HEEDIFY has provided Customer with written notice of a different price increase at least ninety (90) days prior to the commencement of the next Renewal Term or unless the Fees in such prior period were designated on the Order Form as 'promotional' or 'pilot'. Customer agrees and acknowledges that HEEDIFY may, from time to time, add newly engineered additional features or functionalities to the Service for which HEEDIFY may charge an additional fee. Customer shall reimburse HEEDIFY for any sales or use taxes that HEEDIFY is required to collect in connection with Customer's use of the Services and the provision of services under this Agreement.

Interactive Information

Customer acknowledges that as a part of the Service, HEEDIFY collects and aggregates information concerning user behaviour and other interactive information. Customer agrees that during the term of this Agreement, HEEDIFY may retain and use all such aggregated or anonymous data to improve HEEDIFY's products and services. The HEEDIFY Privacy Policy governs the treatment of anonymous data, including additional rights afforded to EU residents. As required by applicable law, rule or regulation, transfers of personal data subject to the EU General Data Protection Regulation governed by HEEDIFY PRIVACY POLICY. With respect to EU data, the terms set forth in the HEEDIFY PRIVACY POLICY will be legally binding and HEEDIFY and Customer agree to comply with such terms as part of this Agreement.

Confidentiality

'Confidential Information' shall include the Services, planned future functionality of the Services, pricing, the Terms and any non-public information, data or know-how, any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days, reduced to writing and marked "confidential". With respect to Confidential Information, the receiving Party shall (i) use it solely for the purposes specifically provided in this Agreement; and (ii) only disclose such on a 'need to know' basis to employees, consultants, affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and provided that such parties are not direct competitors of the disclosing Party. Any Confidential Information disclosed by either Party shall remain confidential for a period of four (4) years from the date of last disclosure or in perpetuity if the Confidential Information constitutes a trade secret under applicable law. The receiving Party is liable for any misuse of Confidential Information by its third parties including its Users, agents, subcontractors, consultants and affiliates. The foregoing obligations do not apply to information that (a) was rightfully in the possession of, or was known by, the receiving Party prior to its receipt from the disclosing Party, free of any obligation of confidence; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving Party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party. In the event the receiving Party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, and if such order or subpoena allows, such Party will promptly notify the other Party in writing. In the event of any breach or threatened breach of Confidentiality, Customer agrees that HEEDIFY will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, in addition to any other remedy, HEEDIFY shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

Availability and Service Levels

HEEDIFY commits to a monthly availability of the Services operated by HEEDIFY of ninety-nine point five percent (99.5%) (the "SLA"), measured on a calendar month basis.

SLA scope. The SLA covers exclusively the components operated by HEEDIFY. It expressly excludes: (i) any unavailability related to Microsoft services, including Microsoft Teams, Microsoft Graph, Microsoft 365 or any other Microsoft service on which the Services depend; (ii) any unavailability related to planned maintenance, notified to Customer at least twenty-four (24) hours in advance; (iii) any event of force majeure; (iv) any unavailability resulting from an action, configuration or decision of Customer or third parties acting on its behalf.

Service credits. If the monthly availability of the Services operated by HEEDIFY falls below 99.5% and remains at or above 99.0%, Customer is entitled to a service credit equal to ten percent (10%) of the monthly fee for the relevant month. If the monthly availability falls below 99.0%, the credit amounts to twenty percent (20%) of the monthly fee for the relevant month, this amount being the cap. The credit is applied to the following invoice, upon written request by Customer submitted within thirty (30) days following the end of the relevant month. These credits constitute Customer's sole and exclusive remedy for any SLA breach.

Exclusion of Other Warranties

Except for the SLA defined in the preceding article, the Service and online HEEDIFY documentation are provided without additional warranty of any kind. Neither HEEDIFY nor its suppliers warrant that the Service will function in any environment or be compatible with any third-party application or that HEEDIFY Services will be error-free, bug free, or otherwise meet Customer's specific business requirements beyond the availability commitment. To the fullest extent permitted by law and subject to the SLA, HEEDIFY hereby expressly disclaims any and all other warranties, express, implied or statutory, oral or written, regarding the Service including, without limitation, all implied warranties of accuracy, correctness, reliability, integration, interoperability, title, non-infringement, quiet enjoyment, merchantability or fitness for any particular purpose. Subject to the SLA, You agree that your use of the Services is at your own risk.

Some jurisdictions do not allow the exclusion of certain warranties in certain circumstances. Accordingly, some of the limitations set forth above may not apply.

Limitation of Liability

Except for a breach of HEEDIFY intellectual property rights; Customer's payment obligations; breach of confidentiality; or indemnity obligations, to the fullest extent permitted by law, in no event will either Party, its affiliates, officers, employees, agents, suppliers or licensors be liable for any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, whether or not HEEDIFY has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose. Notwithstanding anything to the contrary in these Terms, HEEDIFY aggregate liability for all claims relating to any loss or damage suffered by Customer and arising out of or in connection with the Agreement or Customer's use of the Site and/or Services, will not exceed the greater of $100 or the total amounts paid by Customer to HEEDIFY for the past two months of the Services in question.

Feedback

HEEDIFY appreciates it when Customer, Users or individuals (each a "Submitter") in any form or any manner, sends or communicates to HEEDIFY, or post to HEEDIFY forums, comments or suggestions about our Service or website ("Feedback"). Should any Submitter choose to make a submittal, HEEDIFY may use or utilize any Feedback without any obligation or any kind to the Submitter. Further, by submitting Feedback to HEEDIFY, Submitter hereby assigns, to HEEDIFY all of their right, title and interest in Feedback. In the event such assignment may not be valid, the Submitter agrees and grants to HEEDIFY a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other information provided by the submitter relating to the Service.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding Customer's use of the Services. It may only be modified by a written amendment duly signed by the Parties, referencing this Agreement or the HEEDIFY Order Form. The Agreement consists of the following documents, listed in decreasing order of precedence in the event of conflict: (i) any Order Form or amendment signed by both Parties; (ii) these Terms; (iii) the Privacy Policy. Any document issued unilaterally by Customer (purchase order, general conditions of purchase or email) shall not modify the Agreement unless expressly countersigned by an authorised representative of HEEDIFY. This Agreement replaces and supersedes any prior verbal understanding, written communications or representations made by the Parties regarding the subject matter contained in this Agreement.