This agreement describes your rights and responsibilities when using the Plexie online collaboration platform. These terms cover your use of the platform as either a Customer or an Invited User, as defined below.
Customers and Users
Customer is the organization or entity you represent in agreeing to this Contract. If you are not affiliated with an organization, Customer is the individual creating the workspace covered by this Agreement. There can only be one customer and it is either an organization or individual.
If you signed up for Plexie using a corporate or organizational email, that company or organization is the Customer and they legally will control the workspaces and user accounts created using their email domain.
Invited User is an individual invited to a Plexie workspace or to content stored on Plexie by a Customer. This could be an employee invited to Plexie with their company or organization as the Customer, it could also be an individual invited to a workspace by a friend who owns the workspace and is the Customer. Invited User understands that control of content and their access to the workspace is controlled by Customer and may be modified by Customer at any time.
Authorized User is a term used to refer to both Customer and Invited Users, which is intended to represent anyone who can legally access the Plexie platform.
Our Rights If You Violate Our Terms
In the case where we discover or have reason to believe there has been a violation of this Contract, our Acceptable Use Policy, or any of our other policies we will ensure corrective action is taken promptly. We may ask the Customer to remedy the violation if we deem this appropriate. We may take corrective action directly if Customer does not address the violation in a timely manner or if we determine the violation is of a more serious nature, is time sensitive or illegal. This action may include permanently deleting data or disabling access to the system. Any illegal activity will immediately be reported to the appropriate legal authority.
Using our software
While your subscription is in effect, you will be permitted to access the system. Following termination of your subscription, or in the event you violate our Acceptable User Policy, your access will be terminated. If you are an Invited User, Customer may also terminate your access to their workspace at their discretion or for violations of our Acceptable Use Policy, or any policies or rules specific to Customer.
A subscription is required for an Authorized User to access the system in any way. A subscription may be purchased online, or in some cases via a purchase order. Each Authorized User must agree to our Terms of Service (this document) in order to access the system. Each subscription is for a specific, named, Authorized User and may not be shared with any other Authorized User or any other individual. The subscription period starts once we make the software available to the Customer. Some orders may be more complex and may be covered by other written purchase agreements. Unless otherwise agreed in writing, all subscriptions for a given Customer will be co-terminus, terminating on a single date. Customer may add or remove licenses at any time and will be billed for a pro-rata portion of the days in the month each license was active.
Platform Sold As-Is
When making any purchase decision, Customer should only rely on functionality currently available to Customer and that runs in currently supported computing platforms and browsers. We may share future plans, ideas or accept feedback. These may indicate direction or intent but should not be used to make purchase decisions and are in no way commitments to support any such functionality.
Occasionally we may invite selected Authorized Users to preview work-in-progress. These features may not be complete and may or may not be ready for production. For this reason, these versions of the software are provided as-is with no warranty or contractional commitments to suitability, stability or availability. Additionally, these versions may be turned off and become unavailable at any time, with all work and data potentially lost. Authorized Users who accept an offer to participate in any preview program agree to these terms.
Plexie can be used in conjunction with many third-party products. Plexie provides no warranty of any kind for these third-party products, nor do we provide support for these products. Additionally, we are not responsible for any data that you choose share with any third parties by using or integrating with their products. Authorized Users can decide for themselves to take on the responsibility of using any third-party products in conjunction with Plexie.
Payment Terms and Conditions
For online purchases, payment must be made at the time of the order and is required prior to activation of licenses. All purchases are non-refundable. In certain cases, we may agree to a purchase order for license purchases. All such purchase orders are due and payable in full within 30 days of the date on the invoice, which will be provided to Customer via email. All fees are exclusive of any taxes (including value added taxes), duties, levies or other such items which are the sole responsibility of Customer.
Credits, Cancellation and License Counts
Subscriptions may be cancelled at any time. Subscriptions that are cancelled, will end at the end of the month in which they were cancelled. Active licenses are not determined by license activity but represent any purchased licenses whose term has not ended and which have not been cancelled.
Renewal and Non-Payment
All active licenses must be renewed upon subscription termination to remain active. Licenses that are not renewed or for which payment has not been received according to Payment Terms in this section, will be deactivated or downgraded to non-fee-based accounts, if such accounts are offered. Downgrading may result in loss of data and restriction of functionality.
We will make the platform services available for your use. Typically, our services should be available 24 hours a day, 7 days a week, with the exception of planned downtime which we will notify you about in advance. For Customers on plans that have specific service agreements, we will adhere to these service levels and credits that may be specified in those plans. For all other Customers, we make no commitment to system uptime. In such situations, system downtime, whether planned or unplanned, does not violate our responsibilities to you, will not be eligible for credits or other compensation and is not considered a breach of this contract.
Privacy and Data Protection
We take data protection very seriously and use our best efforts ensure no unauthorized access to your data or our systems occurs. Our security policy and practices are detailed on our Security Practices page. You acknowledge and understand that despite our best efforts, all online systems are at risk of a security breach and no company, including Plexie, can guarantee a breach will never occur.
If you use any third-party software or systems with Plexie, it is your sole responsibility to ensure the safety of your data and account credentials with these third-party products.
Ownership Rights and Proprietary Information
Customer owns any data they or their Invited Users create with Plexie. Authorized Users grant Plexie a worldwide, non-exclusive, limited term license access, copy, execute, export and use your data only for the following services: 1) To ensure compliance with our Acceptable Terms policy, 2) to maintain system security or to address any actual or potential security threats, 3) to provide the platform services and maintain service levels, 4) to provide technical support, 5) to apply updates or software patches.
Plexie owns all services and data not produced by Authorized Users that is part of providing our services. This includes all intellectual property rights. For software that we make available to Authorized Users, we grant a non-transferrable, non-sublicensable, non-exclusive, limited license to use the object or runtime code (not including source code of any form) that is necessary to use the platform in accordance with these terms. All other rights not granted herein are retained by us.
Term and Termination
Termination for Cause
If we or Customer materially breaches this contract, and the breach is not cured within 30 days of notice by the breaching party, this contract may be terminated for cause. If we believe any laws or regulations are being violated by any Authorized User using Plexie, we may terminate the service immediately. If we terminate for cause, Customer will be responsible for payment of unpaid fees covering the remainder the subscription term following the date of termination.
Termination Without Cause
Paid subscriptions may not be cancelled during the contract term other than as described above in “Termination for Cause.” Customer may cancel free subscriptions any time. We may also cancel free subscriptions at any time but will give Customer 30 days notice prior to termination.
Unless otherwise agreed in a written order, all paid subscriptions will automatically renew upon expiration for the following twelve (12) months at the same rate as the expiring subscription. We may, from time to time, changes subscriptions rates. In the event that we intend to increase Customer subscription rates, we will give Customer the option to renew at these new rates, rather than automatically renewing the subscription.
Sections entitled, Customers and Users, Payment Terms and Conditions, Ownership Rights and Proprietary Information, Term and Termination, Limitation of Liability, Indemnification, Confidentiality, shall survive the expiration or termination of this Agreement for any reason.
Data Deletion and Retention
Following subscription termination for any reason, we will delete all Customer data, including that of Invited Users of any of the Customer’s workspaces. If we are legally obliged to retain such data, we will do so until such obligation is fulfilled, at which time we will delete all of the data.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY SERVICES WE PROVIDE, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND, WITHOUT LIMITING THE
FOREGOING, WE HEREBY DISCLAIM ANY WARRANTY THAT THE SERVICES PROVIDED HEREUNDER WILL MEET CUSTOMER REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN BE CORRECTED.
Limitation of Liability
IN NO EVENT WILL EITHER PARTY
HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE
DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY RELATING TO THIS CONTRACT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE APPLICABLE LIABILITY AROSE.
THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY
APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN
Customer understands that they are responsible for safeguarding all login credentials, including user name, password, any biometric data and any other data or biometry related to accessing Plexie. We will not be responsible for any damages, losses or liability arising from these credentials not being property safeguarded by Customer or Invited User or by these credentials being intentionally provided to any third party or third-party application.
Our Indemnification of Customer
We will defend Customer against any claim, suits, actions, demands and proceedings alleging that the use of our software by Customer infringes on any copyright, patent, or intellectual property right and will indemnify Customer and hold them harmless from and against any claim or suit, including any losses, damages, or expenses arising from any such claim or suit. We shall have no obligation hereunder for infringement claims arising from Customer or Invited Users’ failure to use our software in accordance with the terms of this agreement and our Acceptable Use terms,
use of the software in conjunction with third party products or any
modification or alteration of the software functionality by any
Customer, Invited User or any third parties.
Customer must provide us with timely notification of any such claim and Customer understands we shall have sole control of the defense and of all negotiations for settlement of such claim or suit and Customer shall cooperate with us in the defense or settlement of any such claim or suit.
This section outlines our sole liability with respect to and exclusive remedy against Customer for any Indemnification claim.
Customer Indemnification of Us
Customer agrees to defend Plexie against any claim, suits, actions, demands and proceedings related to Customer’s or any of its Invited Users’ violation of any Contract, these User Terms, our Acceptable User Policy, or any other allowed use documents provided to Customer, and will indemnify us and hold us harmless from and against any claim or suit, including any losses, damages, or expenses incurred and any damages, legal fees or other costs that may be awarded against us..
must provide Customer with timely notification of any such claim and we
understand Customer shall have sole control of the defense and of all
negotiations for settlement of such claim or suit and we shall cooperate
with Customer in the defense or settlement of any such claim or suit.
This section outlines Customer’s sole liability with respect to and exclusive remedy against us for any Indemnification claim.
Limitations on Indemnifications
With respect to indemnification of either party by the other, the indemnified party may use their own counsel, provided they pay for this counsel. Additionally, any settlement agreement must be agreed to, in writing, by both the indemnifying party and the indemnified party.
Most of our interaction with Customer involves the exchange of public information. However, it is acknowledged and agreed that during the course of our relationship with you as Customer, either of us my share confidential information with the other.
What Is Confidential Information
“Confidential Information” as used in this Agreement shall mean any information that is not public, relating to technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of each of the parties, and includes, without limitation, each party’s respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customers, customer lists, business forecasts, sales and merchandising, and marketing plans and information. “Confidential Information” also includes personally identifiable information, proprietary or confidential information of any third party who may disclose such information to either party in the course of the other party’s business. Any information disclosed by the disclosing party (“Discloser”) will be considered Confidential Information of Discloser by the receiving party (“Recipient”), if any of the following are true: the information is not public, the information is marked as “Confidential” or “Proprietary”, if provided verbally, is identified as confidential at the time of disclosure or if the information would reasonably be expected to be confidential by the Recipient.
Our Agreed Confidentiality Obligations
Each of the parties, as Recipient, agrees that such Recipient will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such Discloser, and for any other purpose such Discloser may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, which is not an individual agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees who need to know such information, and such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. Each Recipient will be responsible for the acts of its employees and agents with respect to the Discloser’s Confidential Information.
Confidentiality obligations of each of the parties, as Recipient, with respect to any portion of the Confidential Information of the other party, as Discloser, shall not apply to such portion that such Recipient can document: (a) was in the public domain at or subsequent to the time such portion was communicated to such Recipient by such Discloser through no fault of Recipient, (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Recipient by Discloser, or (c) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence and subsequently disclosed by third party to Recipient. A disclosure by each of the parties, as Recipient, of Confidential Information of the other party, as Discloser, either (a) in response to a valid order by a court or other governmental body, (b) otherwise required by law, or (c) necessary to establish the rights of either party under this Agreement, shall not be considered to be a breach of this Agreement by such Recipient or a waiver of confidentiality for other purposes; provided, however, such Recipient shall provide prompt prior written notice thereof to such Discloser to enable such Discloser to seek a protective order or otherwise prevent such disclosure.
This Agreement supersedes all prior discussions, understandings and agreements between the parties with respect to the matters contained herein. This Agreement contains the sole and entire agreement between the parties with respect to the transactions contemplated herein. This Agreement may not be amended or modified except by another agreement in writing executed by the parties hereto.
Governing Law and Jurisdiction.
The validity and effect of this Agreement shall be governed by the laws of the State of Colorado, without regard to its rules regarding conflicts of law. Any and all disputes arising from or in connection with this Agreement shall be prosecuted in a court of competent jurisdiction in Denver, Colorado.
This Agreement shall inure to the benefit of and be binding upon Customer and its permitted successors and assigns, and upon Plexie and its successors and assigns.
Headings as to the contents of particular sections are inserted only for convenience and shall not be construed a part of this Agreement or as a limitation on the scope of any of the terms or provisions of this Agreement.
If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid, such invalidity shall not affect any other provision that can be given effect without the invalid provision or application, and to this end the provisions hereof shall be severable.
No party shall be responsible for failure or delay in performance hereunder by reason of fire, flood, riot, strikes, labor disputes, acts of terror or sabotage, freight embargoes or transportation delays, acts of God or of the public enemy, war or civil disturbances, any future laws, rules, regulations or acts of any government (including any orders, rules or regulations issued by any official or agency or such government) affecting a party that would delay or prohibit performance hereunder, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, or any cause beyond the reasonable control of such party (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the party whose performance is so affected shall promptly give notice to the other party of the occurrence or circumstance upon which it intends to rely to excuse its performance. During the duration of the Force Majeure Event, the party so affected shall use its reasonable commercial efforts to avoid or remove such Force Majeure Event and shall take reasonable steps to resume its performance under this Agreement with the least possible delay.
You may publicly share that you use Plexie. We may share Customer company’s name and logo as a user of Plexie on our website and marketing materials.
This Agreement and the rights and licenses granted may not be assigned, sublicensed or transferred in any manner by Customer or Invited User without our prior written consent, which may be granted or withheld at our sole discretion. This Agreement may be assigned, in whole or in part, by Customer (in the case where Customer is a company and not an individual), to any company which is directly or indirectly controlled by such party or which controls such party or to a party that acquires substantially all of the assets of such party to which this Agreement relates. Notwithstanding the foregoing, this agreement may not be transferred to any entity that we determine, at our sole discretion, is a competitor to Plexie. The agreement may be assigned by us in the event of any change in ownership or control.
Unless otherwise specified in this agreement, all notifications under this agreement should be made by email. Notices and legal correspondence should be sent to firstname.lastname@example.org. A notice is deemed to be received once an automated receipt verification email has been received by the notice sender.
Over time, we may make changes to our Customer Terms and other documents relating to our relationship with you as a Customer and our responsibilities as a service provider. We will notify you of such changes in advance, by email and/or in the application, before such changes take effect. Use of our system after the date these changes take effect will constitute acceptance of the updated terms.