Terms & Conditions

Satisfi Labs Terms & Conditions

Last Updated: January 31, 2020

This document outlines the terms and conditions that apply to the provision of products, documentation, materials and services (together, “Service(s)”) provided by Satisfi Labs Inc. (“Satisfi”, “we”,”us”) to you (“Customer”, “you”). This document is written to incorporate and be incorporated by the Satisfi order form (“Order Form”) and is intended to be read in conjunction with the applicable Order Form. Once signed, the Order Form and these terms together constitute the entire agreement (“Agreement”) between the parties specified on the Order Form. This Agreement comes into force on the date appearing on the Order Form (“Service Start Date”). If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the term “you” and “Customer” will refer to such organization. 

  1. ACCESS TO THE SERVICE

The Service is a software-as-a-service application that enables real-time engagement through mobile devices including web, mobile, SMS, social and voice channels. Subject to your compliance with this Agreement including but not limited to your payment of fees, Satisfi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for you and your authorized users to use the Service during the Term (as defined in Section 9) solely for your internal business purposes, as set out in the Order Form and pursuant to the terms of this Agreement.

  1. CHARGES AND PAYMENT

You agree to pay the fees set out in the applicable Order Form. Unless otherwise agreed, Fees are due annually in advance. Satisfi may increase its fees from time to time, save that this will not affect the current fees payable with an existing Order Form. Satisfi will only increase fees by written notice.

You shall notify Satisfi in writing within fifteen (15) calendar days of receipt of an incorrect or invalid invoice, giving your reasons. If only part of an invoice is disputed, you pay the undisputed amount as detailed herein.

Except where any payments are disputed in good faith, if we have not received payment within ten (10) calendar days after the due date, and without prejudice to any other rights and remedies available to us: a) we may, without liability to you, give you seven (7) calendar days’ notice before we suspend or temporarily disable all or part of your access to the Service and we shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and b) interest shall accrue on such due amounts at the lesser of (i) 1.5% per month and (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly, commencing on the due date and continuing until fully paid; and c) we reserve the right to charge you a late fee of ten percent (10%) of the overdue amount.

All amounts and fees stated or referred to in this Agreement: a) are payable in the currency specified in the Order Form or otherwise agreed by the parties in writing; b) are exclusive of sales tax unless otherwise expressly stated. Sales tax will be charged where applicable.

  1. RESTRICTIONS

During the Term of the Agreement, you shall not, and you shall not direct or allow a third party to: a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; c) access or use all or any part of the Service in order to build a product or service which competes with the Service; d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the authorized users.

You acknowledge and agree that you will not contribute any content or material to the Service that a) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; b) violates any law, statute, or regulation; or c) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable. We may, without liability to you, disable the Service to the extent necessary to disable access to any content or material that breaches this Section.

You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Service and, on becoming aware of any such unauthorized access or use, promptly notify Satisfi. All acts and omissions of users shall be deemed to be those of Customer, and Customer shall be responsible therefor.  You shall keep all passwords safe and secure, and shall be responsible for all use of the Service using passwords issued to you and users.  You shall notify Satisfi immediately of any actual or suspected unauthorized use of your passwords for the Service.  Without limiting any of its other rights or remedies, Satisfi reserves the right to suspend any user’s right to access the Service if Satisfi reasonably believes that such user has materially violated the restrictions and obligations in this Agreement (in which case, we shall provide you with prompt written notice of such suspension).

  1. CUSTOMER COOPERATION

You agree to: a) reasonably cooperate with Satisfi in all matters relating to the Service; b) respond promptly to any request from Satisfi to provide information, approvals, authorizations or decisions that are reasonably necessary for Satisfi to provide the Service in accordance with this Agreement; and c) provide such Customer content, materials or information as Satisfi may reasonably request to provide the Service and ensure that such content, materials or information are complete and accurate in all material respects. You acknowledge and agree that Satisfi shall not be liable for any delays in, or inability to provide, the Service which result from your lack of cooperation with Satisfi.

  1. CONFIDENTIALITY

Each party agrees to hold, by using the same degree of care that it takes for its own information of a similar nature, each other’s Confidential Information in confidence. “Confidential Information” means all documentation, technical information, software, business information, pricing of the Service, trade secrets or know-how or other materials of a confidential nature and/or that are disclosed in confidence by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) during the Term of this Agreement. Confidential Information shall not include any information that a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure.  In addition, the Service shall be deemed Confidential Information of Satisfi, regardless of whether or not it would reasonably be considered confidential.

Each party agrees that it will during the Term and thereafter a) not disclose the other party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); b) use the other party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; c) disclose the other party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 5; and d) protect all Confidential Information of the other party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care.  Notwithstanding the above, this paragraph shall not prohibit: (i) a party from disclosing Confidential Information of the other party to the extent required by applicable law, rule or regulation (including a court order or other government order); provided that such party provides the other party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other party to seek confidential treatment thereof, to the extent such cooperation is requested by the other party; or (ii) a party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirors; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 5 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such party, as applicable).

Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination of this Agreement; provided that a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto, b) Receiving Party may retain copies of Disclosing Party’s Confidential Information solely to the extent required by law or by applicable professional standards which require such party to retain copies of its working papers, and c) Receiving Party may retain Disclosing Party’s Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination.

  1. PRIVACY

Please see Satisfi’s Privacy Policy, available here and which is hereby incorporated by reference, for information on Satisfi’s treatment of personally identifiable information.

  1. INTELLECTUAL PROPERTY

Satisfi owns all right, title and interest in and to the Service and any and all Intellectual Property Rights embodied therein. “Intellectual Property Rights” shall mean a) patents, trademarks, service marks, registered designs, applications for any of those rights, trade and business names (including internet domain names), unregistered trademarks, unregistered trade and business names, database rights, copyrights, rights in designs and inventions and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, including the “look and feel” of any websites; b) all improvements to and derivatives of the foregoing; and c) rights of the same or similar effect to those specified in paragraph (a) and (b); in each case, in every jurisdiction whether registered, registrable or otherwise.

You retain all right, title and interest in and to the content provided by or on behalf of you in connection your use of the Service (“Your Content”) and all results or output generated from your use of the Service (the “Results”). You grant us the right to use, manipulate, display, transmit and distribute Your Content and the Results solely for the purpose of providing and improving the Service. Satisfi may analyze the Results, and results of other customers, to create aggregated or anonymized statistics or data that do not identify Customer or any individual, during and after the Term. Satisfi shall not be responsible for the legality, reliability, integrity, accuracy and quality of Your Content, or content submitted by your authorized users.

  1. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SATISFI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. SATISFI EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF THE RESULTS OR ANY INFORMATION AVAILABLE THROUGH THE SERVICE.

UNDER NO CIRCUMSTANCES WILL SATISFI BE LIABLE FOR A) ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR THE RESULTS, EVEN IF SATISFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; B) FOR DATA LOSS, LOSS OF BUSINESS OR PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR C) FOR ANY MATTER BEYOND SATISFI’S REASONABLE CONTROL.

IN NO EVENT WILL SATISFI’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY YOU FOR THE SERVICE IN THE PREVIOUS TWELVE MONTHS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. TERM AND TERMINATION

The Service shall commence on the Service Start Date detailed in the Order Form and shall continue for the term set out in the Order Form (the “Initial Term”), unless earlier terminated in accordance with this Section 9. Except where otherwise stated in the applicable Order Form, the term shall auto-renew for additional periods equal in duration to the expiring term, or on an annual basis (whichever is shorter) (each, a “Renewal Term”) unless either party provides at least 30 days’ notice prior to the end of the relevant term. The Initial Term and the Renewal Terms, if any, shall collectively be the “Term”.

Either party may terminate this Agreement: a) for material breach upon thirty (30) days written notice unless such breach is cured within the thirty (30) day notice period; b) with immediate effect by notice in writing if the other party is subject to any proceeding under a state or federal insolvency law, becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction; or c) with immediate effect by notice in writing if any force majeure event prevents the performance of the whole or a substantial part of the party’s obligations for a continuous period of thirty (30) days after the date on which it should have been performed.

On termination of this Agreement for any reason, the licenses granted to you by Satisfi under this Agreement shall immediately terminate and your right to access and use the Service will end. The accrued rights and obligations of the parties at termination, including but not limited to payment obligations, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced. All paid fees for the Service are non-cancellable and non-refundable. You may, for a period of 60 days from such termination, retrieve all of Your Content from Satisfi. Thereafter, Satisfi may delete or erase all or any of Your Content. On your written request at any time during the Term of this Agreement, Satisfi shall promptly delete Your Content, unless prohibited by applicable law.

  1. GENERAL

Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control including, without limitation, any of the following: non-availability or failure of any third party service, act of God, governmental act, war, fire, flood, explosion, communications or failure of the Internet or civil commotion. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent, not to be unreasonably withheld or delayed; provided, Satisfi may assign this Agreement to a successor of all or substantially all of its business, assets or stock without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Satisfi in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

This Agreement constitutes the complete and entire agreement of the parties and supersede all previous communications, oral or written, and all other communications between us relating to the use of the Service. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party. We reserve the right to amend this Agreement prospectively.  If we do so, we will notify you by posting on the Service.  You agree that your continued use of the Service constitutes your agreement to the amended Agreement.  If you do not agree to any amended Agreement that we publish, you must cease using the Service.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York and any claim or dispute between Customer and Satisfi that arises in whole or in part from this Agreement shall be subject to the exclusive jurisdiction of any court of competent jurisdiction located in New York, NY. You agree that no claims shall be permitted on a class, mass, representative, or private attorney general basis.  You further agree that no claims of other parties may be consolidated with your or our claims without both your and our consent.  You acknowledge that your breach of any intellectual property or confidentiality obligations or restrictions herein (including any limitations or restrictions on use of the Service) will cause substantial harm to Satisfi that could not be remedied by payment of damages alone. Accordingly, Satisfi will be entitled to seek preliminary, temporary and permanent injunctive relief, and other equitable relief, for any such breach, without any requirement to post bond, in any court of competent jurisdiction.

Updated: 01/31/2020