Terms and Conditions

These Terms and Conditions ("Terms") are made part of the Company Services Agreement between Accelintel, Inc. ("Company") and the Customer listed in the Order which references these Terms. These Terms will govern the use and provision of any Services purchased by Customer as described in any Order. Any terms not defined herein have the meaning given to them in the applicable Order. Company and Customer may each be referred to herein as a "Party" and collectively as the "Parties." The Parties enter into this Agreement as of the effective date set forth in the Order (the "Effective Date").

1. Definitions

  • "Access Credentials" means login information, passwords, security protocols, and policies through which Users access the Company Services.
  • "Company Services" means any Company software-as-a-service application identified in the Order. References to any Company Services include the Documentation.
  • "Customer Content" means the data, content voice recordings, audition recordings or other types of works uploaded or submitted into the Company Services by or on behalf of Customer.
  • "Confidential Information" means all written or oral information, disclosed by one Party (the "Disclosing Party") to the other (the "Recipient"), related to the business, products, services or operations of the Disclosing Party or a third Party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential, including, without limitation: (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (ii) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, employees, suppliers and agents; and (iii) information regarding the skills and compensation of the Disclosing Party's employees, contractors, and other agents.
  • "Documentation" means the documentation, user manuals, help files and videos, and other materials that describe the features, functions and operation of the Company Services.
  • "Order" means the document signed by an authorized representative of each Party that references these Terms and identifies the specific Service(s) to be made available and the fees to be paid.
  • "Personal Information" means any Customer Content that identifies any specific individual and is protected under applicable privacy laws, rules and regulations.
  • "Professional Services" means any professional services provided by Company to Customer as described in an Order (as may be further elaborated in any statement of work agreed to by the Parties), including implementation, support and maintenance, and training services.
  • "Services" means the Company Services, the Professional Services and any other services set forth in the applicable Order.
  • "Third Party Products and Content" means any applications, products, services, or content that interoperate with the Service and that are provided by Customer or a third Party.
  • "User" means each of Customer's employees and independent contractors who are provided Access Credentials by Customer or Company. The number of Users authorized by Company to access the Company Services is set forth in the applicable Order.

2. Access, Rights, Restrictions and Security

2.1 Access Grant to Company Services

Subject to Customer's compliance with the terms and conditions contained in this Agreement, including the restriction on the number of Users and any use limitations set forth in any Order, Company grants to Customer a non-exclusive, non-transferable, non-sublicenseable, revocable right to allow the number of Users set forth in the applicable Order to access and use the Company Services during the Term (as defined below). Company agrees to use commercially reasonable efforts to make the Company Services available to Customer at least 99% of the time, measured monthly, during each month of the Term.

2.2 Access Credentials

Customer will safeguard and ensure that all Users safeguard the Access Credentials. Customer will be responsible for all acts and omissions of Users. Customer will notify Company immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security.

2.3 Customer Responsibilities

Customer will (a) be responsible for User's compliance with this Agreement, Documentation and Orders, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, and Customer's use of Customer Data with the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Company promptly of any such unauthorized access or use, (d) use Services only in accordance with this Agreement, Documentation, Order and applicable laws (e) comply with terms of service of any third-party applications with which Customer elects to use with the Services; and (f) be responsible for obtaining and maintaining, at Customer's expense, all of the necessary telecommunications, computer hardware, software, and Internet connectivity required by Customer or any User to access the Services from the Internet.

2.4 Customer Restrictions

During the Term (as defined in Section 7) and thereafter, Customer shall not, and shall not permit any of its employees, contractors or Users to, directly or indirectly: (a) use the Services for non-business calls; (b) act as a reseller or distributor of, or a service bureau for, the Services or otherwise use, exploit, make available or encumber any of the Services to or for the benefit of any third Party other than Customer's customers; (c) use or demonstrate the Services in any other way that is in competition with Company; (d) reverse engineer, disassemble or decompile the Company Services or attempt to derive the source code or underlying ideas or algorithms of any part of the Company Services (except to the limited extent applicable laws specifically prohibit such restriction); (e) remove any notice of proprietary rights from the Services; (f) copy, modify, translate or otherwise create derivative works of any part of the Services; (g) use the Services in a manner that interferes or attempt to interfere with the proper working of the Services or any activities conducted on the Services, including bypassing or attempting to bypass any privacy settings or measures used to prevent or restrict access to the Services; (h) use manual or automated software, devices, robot, spider, or other processes to "crawl" or "spider" or to retrieve, index, "scrape", "data mine" or in any way gather information, content or other materials from the Services in an unauthorized manner or reproduce or circumvent the navigational structure or presentation of the Services; (i) use the Services in a manner which interferes with or disrupt its integrity or performance; (j) use or allow the transmission, transfer, export, re-export or other transfer of any software, technology or information forming a part of the Services in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; (k) use the Services to share or store inappropriate materials, including (i) materials containing viruses or other harmful or malicious code; (ii) unsolicited mail (spam); (iii) copyrighted materials to which Customer does not have sufficient rights; (iv) harassing, tortious, or defamatory materials; or (v) other materials prohibited by applicable international, federal, state, or local laws and regulations; or (l) use the Services in a manner that violates applicable law; or (m) make the Services or content generated by the Services available to anyone other than Customer's employees and consultants for use for its benefit as intended pursuant to this Agreement, or use the Services for the benefit of any entity other than Customer.

2.5 Third Party Products and Content

If Customer enables Third Party Products and Content for use with the Service: (a) any use by Customer or its Users of such Third Party Products and Content is solely the responsibility of Customer and the applicable provider; (b) Company does not guarantee, warrant, or offer support for any such Third Party Products and Content; (c) Customer acknowledges that the providers of those Third Party Products and Content may have access to Customer Data in connection with the interoperation of the Third Party Products and Content with the Service, and Company will not be responsible for any use, disclosure, modification or deletion of such Customer Data.

2.6 Proprietary Rights and Confidential Information

(a) Confidential Information

(i) Use and Disclosure. During this Agreement, each Party will have access to the other Party's Confidential Information. Except as otherwise expressly permitted, and without limiting each Party's obligations, under this Agreement, each Recipient agrees as follows: (A) it will not disclose the Confidential Information of the Disclosing Party to anyone except its employees and independent contractors who have a need to know and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement (each a "Representative") and (B) it will not use or reproduce the Confidential Information disclosed by the Disclosing Party for any purpose other than exercising its rights and performing its obligations as described herein. Each Recipient will be liable for the acts and omissions of its Representatives with respect to the Disclosing Party's Confidential Information.

(ii) Exceptions. The provisions of Section 2.6(a)(i) will not apply to Confidential Information that: (A) becomes generally available to the public through no fault of the Recipient; (B) is lawfully provided to the Recipient by a third Party free of any confidentiality duties or obligations; (C) Recipient can prove, by clear and convincing evidence, was already known to the Recipient without restriction at the time of disclosure; or (D) Recipient can prove, by clear and convincing evidence, was independently developed by employees and contractors of Recipient who had no access to the Confidential Information. Notwithstanding Section 2.6(a)(i), each Party may disclose Confidential Information to the limited extent required by a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order.

(b) Customer Content

(i) Customer Content. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third-party licenses, consents and permissions needed for Company to use the Customer Content to provide the Services.

(ii) License in Customer Content. Customer grants to Company, on behalf of itself and its Users, a non-exclusive, worldwide royalty-free license to use the Customer Content as necessary for purposes of providing the Services. Except for the limited licenses granted to Company in any Customer Content, as between Customer and Company, Customer reserves all right, title and interest in the Customer Content. Notwithstanding anything to the contrary herein, Customer agrees that Company has the right to collect, use and analyze any deidentified information derived from the Customer Content (collectively, the "Deidentified Data") for Company's lawful business purposes, including to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and any other Company offerings. Company may disclose Deidentified Data solely in aggregate form in connection with its business.

(c) Company Services

Except for the limited access grant provided to Customer in this Agreement, Company reserves all right, title and interest in its intellectual property and business, including the Services, Documentation, and Company trademarks. Unless otherwise expressly set forth in an Order, and except for any Customer Content, all work product or services provided or developed pursuant to this Agreement or any Order (including any modifications and improvements to any Services pursuant subsection (d) or any intellectual property developed pursuant to subsection (e) below), and all intellectual property and other proprietary rights derived therefrom, will be the sole and exclusive property of Company.

(d) Continuous Development

Customer acknowledges that Company may continually develop, deliver and provide to Customer on-going innovation to the Company Services in the form of new features, functionality, and efficiencies. Accordingly, Company reserves the right to modify the Services, or any Company Services, from time to time. Some modifications will be provided to Customer at no additional charge. In the event Company adds additional functionality to a particular Service, Company may condition the implementation of such modifications on Customer's payment of additional fees provided Customer may continue to use the version of the Company Services that Company makes generally available (without such features) without paying additional fees.

(e) Professional Services; Training and Support

Customer may request that Company provide certain Professional Services related to Customer's use of the Company Services. Excluding those agreed between the Parties in the Order or a separate statement of work, Company will have no obligation to provide or perform such services for or on behalf of Customer.

(f) Feedback

Company in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to Company, including such comments and suggestions of Users, in connection with its access to and use of the Services (all comments and suggestions provided by Customer hereunder constitute, collectively, the "Feedback"). Customer hereby grants Company, on behalf of itself and its Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Company products and services.

3. Data Security

3.1 Protection of Customer Data

The terms of the Company Data Protection Addendum available at: https://meetingflow.com/privacy/ ("DPA") are hereby incorporated by reference and apply to the processing on Company information systems of Personal Information which is part of Customer Data. Third Party users of the Services may view the terms of Company Privacy Policy at: https://meetingflow.com/terms-of-service/.

3.2 Back-Up

In the event of any loss or corruption of Customer Data, Company shall use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Company. Company shall not be responsible for any loss or corruption of Customer Data caused by Customer or any third Party.

4. Consideration

4.1 Invoicing

Except as otherwise set forth in any Order, all fees related to Customer's access to the Company Services will be invoiced by Company in advance as specified in the Order ("Subscription Fees"). Unless otherwise set forth in any Order, all other fees set forth in the applicable Order (e.g., fees for Professional Services) will be invoiced in arrears within ten (10) days of the end of the month in which such services were rendered. The Subscription Fees and all other fees set forth in the Order will be referred to herein as "Fees".

4.2 Fees

Customer will pay the Fees to Company in accordance with the payment schedule set forth in the applicable Order. Unless otherwise specified in any Order, all invoices issued by Company will be due and payable thirty (30) days after receipt by Customer. All Fees will be paid in U.S. dollars and exclude all applicable sales, use, and other taxes. The Fees exclude, and Customer will be solely responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services (excluding taxes based solely on Company's income).

5. Warranties; Disclaimers

5.1 General Representations

Each Party represents and warrants that: (a) as of the Effective Date and throughout the Term, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the Agreement, or use of the Services, will not conflict with or violate any provision of any law having applicability to such Party; and (c) that the Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.

5.2 Customer Content

Customer represents and warrants that it has obtained and will maintain throughout the Term, all rights, consents and permissions for Customer to make available the Customer Content to Company and for Company to use the Customer Content as contemplated herein.

5.3 Compliance with Laws

Customer will use the Services in accordance with all applicable laws, rules and regulations. Without limiting the generality of the foregoing, the Company Service may provide a feature that allows Customer, including its Users, to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by location. Customer acknowledges and agrees that Customer is solely responsible for providing any notices to, and obtaining consent from, individuals in connection with any recordings as required under applicable law.

5.4 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. COMPANY DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE. WITHOUT LIMITING THE ABOVE, COMPANY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO WHETHER: (a) CUSTOMER'S USE OF THE COMPANY SERVICES OR CUSTOMER DATA WILL GENERATE ANY RESULTS OR CONSEQUENCES; OR (b) WHETHER CUSTOMER'S USE OF THE COMPANY SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION.

6. Indemnification

6.1 Company Indemnity

Company will indemnify, defend and hold Customer, its directors, officers, and employees (each a "Customer Indemnified Party") harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys' fees and court costs (collectively "Losses") arising out of any third Party claim to the extent alleging that the Company Services infringe any U.S. patent, copyright, trademark or trade secret.

6.2 Exclusions

Section 6.1 will not apply if the alleged claim arises, in whole or in part, from: (a) a use or modification of the Services by Customer or any User in breach of this Agreement, (b) a combination, operation or use of the Services with other software, hardware or technology not provided by Company if the claim would not have arisen but for the combination, operation or use, or (c) the Customer Content (any of the foregoing circumstances under clauses (a), (b) or (c) will be collectively referred to as a "Customer Indemnity Responsibility").

6.3 Customer Indemnity

Customer will indemnify, defend and hold harmless Company, its directors, officers, and employees (each a "Company Indemnified Party") from and against any and all Losses arising out of any third Party claim (a) alleging that the Customer Data, or Customer's use of the Services in breach of this Agreement infringes or misappropriates such third Party's intellectual property rights or violates applicable laws, and (b) arising out of any Customer Indemnity Responsibility.

6.4 Indemnification Process

The foregoing indemnification obligations are conditioned on the indemnified Party: (a) notifying the indemnifying Party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying Party with the understanding that the indemnifying Party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified Party, without consent.

6.5 Infringement

If the Company Services are, or in Company's opinion, are likely to become, the subject of any infringement-related claim, then Company will, at its expense and in its discretion: (a) procure for Customer the right to continue using the Company Services; (b) replace or modify the infringing technology or material so that the Company Services become non-infringing and remain materially functionally equivalent; or (c) terminate the Order pursuant to which the Company Services are provided and give Customer a refund for any pre-paid but unused Fees.

THE PROVISIONS OF THIS SECTION 6 STATE COMPANY'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES FOR ANY CLAIM THAT THE SERVICES INFRINGE A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHT.

7. Limitation of Liability

7.1 Exclusion of Certain Damages

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7.2 Liability Cap

EXCEPT FOR CUSTOMER'S LIABILITY FOR ITS PAYMENT OBLIGATIONS UNDER SECTION 4 OR A PARTY'S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, ITS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 2.6, ANY UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA CAUSED BY A BREACH BY COMPANY OF ITS OBLIGATIONS UNDER THE DPA, OR FOR ITS WILLFUL MISCONDUCT (COLLECTIVELY, THE "EXCLUDED CLAIMS"), IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE (THE "GENERAL LIABILITY CAP").

7.3 Excluded Claims

Notwithstanding Section 7.2, in no event will Company's aggregate liability for all Excluded Claims exceed three times (3x) the General Liability Cap.

7.4 Scope

For the avoidance of doubt, the exclusions and limitations set forth in Section 7.1, Section 7.2, and Section 7.3 will apply with respect to all legal theories of liability, whether in contract, tort, or otherwise. The Parties agree that the exclusions and limitations set forth in Section 7.1, Section 7.2, and Section 7.3 allocate the risks between the Parties under this Agreement, and that they have relied on these exclusions and limitations in determining whether to enter into this Agreement.

8. Term and Termination

8.1 Term

The term of this Agreement will commence on the Effective Date and shall remain in effect for the initial term set forth in the Order (the "Initial Term").

8.2 Termination

Either Party may terminate this Agreement or any Order, at its discretion, effective immediately upon written notice to the other if the other Party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving written notice.

8.3 Suspension of Service(s)

At any time during the Term, Company may, immediately upon notice to Customer, suspend access to any Service for the following reasons: (a) a threat to the technical security or technical integrity of the Services; (b) any amount due under this Agreement is not received by Company within fifteen (15) days after it was due, or (c) breach or violation by Customer of any laws, rules, or regulations.

8.4 Return of Customer Content

Within thirty (30) days following termination of this Agreement for any reason, Company, upon Customer's written request, will return all Customer Content to Customer in a mutually agreed format. Thereafter, Company reserves the right to permanently and definitively delete the Customer Content (unless Customer has timely requested, and Company has not yet complied with Customer's request to return the Customer Content). Upon Company's request, Customer agrees to acknowledge its receipt of Customer Content.

8.5 Effects of Termination

Upon termination or expiration of this Agreement for any reason, (a) any amounts owed to Company prior to such termination or expiration, and all completed but unpaid Professional Services fees will be immediately due and payable and (b) all licensed and access rights granted will immediately cease to exist. Sections 1, 2.3, 2.4, 2.5, 2.6, 4, 5, 6, 7, 8.4, 8.5 and 9 will survive any expiration or termination of this Agreement.

9. General

9.1 Assignment

This Agreement may not be assigned by Customer without the prior written consent of Company; provided, however, that Customer may assign this Agreement in connection with a sale of all or substantially all of its assets. Any attempted assignment or delegation in violation of this Section 9.1 will be null, void and of no effect.

9.2 Publicity

During the Term and thereafter, Company may refer to Customer as a Company customer, orally and in writing (including in promotion or marketing materials and on Company's website and social media postings).

9.3 Notices

All notices, consents, and approvals under this Agreement must be delivered via email or in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other Party at the address set forth in the Order and will be effective upon receipt. Either Party may change its address by giving notice of the new address to the other Party.

9.4 Governing Law; Disputes

This Agreement will be governed by the laws of the state of Washington, without reference to its conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. Any dispute, controversy or claim arising out of or relating to this Agreement, will be made exclusively in the state or federal courts located in Seattle, Washington and both Parties submit to the jurisdiction and venue of such courts.

9.5 Remedies

Customer acknowledges that any actual or threatened breach of Section 2 will constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing Party will be entitled to receive its reasonable attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.

9.6 Waivers

All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9.7 Severability

If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

9.8 No Third-Party Beneficiaries

The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity (including any User) other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

9.9 Construction

The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting Party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to."

9.10 Force Majeure

Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a natural disaster, war, act of terror, or any other event beyond the reasonable control of such Party. The affected Party will use reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.

9.11 Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both Parties.