COMPAS Technology – Echo – Terms of Use Agreement

This COMPAS Echo Terms of Use Agreement (“ToU”) govern any master service agreement executed by the customer identified in that master service agreement (“Customer”) and the COMPAS Technology company identified in that master service agreement (“COMPAS Technology”). This ToU, the applicable ordering document, and any other incorporated terms, comprise the complete understanding between the parties on the subject matter (“Agreement”).

  1. Prevision of Service
    1. Customer may access and use the COMPAS Echo service offered via COMPAS Technology’s application to the extent and for the term stated in the master service agreement (“Service”). Customer’s use of the Service is subject to the COMPAS Echo Privacy Policy. Service is only available to COMPAS Technology customers.
  2. Responsibilities
    1. Use of the Service. Only Customer-designated employees and contractors (each, a “Customer User”) are authorized to use the Service. Customer will only use the Service for prospecting purposes to engage with United States-based prospects for both sales and recruiting purposes. Customer and Customer’s Users must be located in the United States. Customer will use the Service solely for Customer’s internal use and will not provide access to the Service to any third party. Customer will notify COMPAS Technology immediately upon learning of any unauthorized use of the Service or any other breach of security relating to the Service. Customer (a) will designate in writing one Customer User for each seat it purchases; (b) will promptly provide to and maintain with COMPAS Technology accurate contact information for each Customer User; and (c) will not, and will not permit a Customer User to, share a Customer User’s access to the Service with any other individual. In the event a Customer User ceases employment, takes any type of leave or vacation, or transfers work function, Customer may transfer the Customer User’s seat to a different Customer User. COMPAS Technology reserves the right to limit the number of transfers of each seat. COMPAS Technology may, in its sole discretion, change, modify, upgrade or discontinue any aspect or feature of the Service in whole or in part. The Service allow Customer Users to post content such as profile information, comments, questions, and other content or information (“User Content”).
  1. Handling of Personal Data.If Customer uploads or otherwise provides COMPAS Echo with Personal Data (defined below) in connection with its use of the Service (“Customer Personal Data”), then COMPAS Echo, in providing the Service, processes Customer Personal Data on behalf of Customer. Customer is the controller of Customer Personal Data and COMPAS Echo will process Customer Personal Data (i) in accordance with applicable Data Protection Laws (defined in section 2.3); (ii) in compliance with the written instructions received from Customer including, as applicable, sub-processing as necessary; and (iii) only for the purpose of providing, supporting and improving the Service, using appropriate technical and organizational security measures. “Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be combined with other information that is linked to a specific individual to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
  2. Compliance with Laws. The parties will comply with all applicable international, federal, state, provincial and local laws relating to (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq.; (b) discrimination against employees or job applicants based on race, color, religion, sex, national origin, veteran status or disability. and (c) the privacy, confidentiality, security and protection of Personal Data including the EU Data Protection Directive 95/46/EC as amended and as implemented in the various European Economic Area countries or any similar and applicable legislation enacted outside of the European Economic Area and security breach notification laws (“Data Protection Laws”).
  1. Confidential Information
    1. Definition. “ConfidentialInformation” means any information disclosed under the Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified as “Confidential” by discloser at time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, non-public Personal Data, etc.).
    2. Confidential Information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the Effective Date; (c) becomes generally known to the public after the Effective Date, through no fault of recipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this section 3.
    3. Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information solely to fulfill its obligations under the Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except (1) to Affiliates or employees, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this ToU or (2) as required by law; and (d) not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information, to the extent applicable, unless authorized in writing by discloser.
  2. Intellectual Property Rights and Ownership.No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide COMPAS Echo or its Affiliates with any suggestions, enhancement requests, or other feedback about the Service or related technology. However, if Customer does provide any feedback to COMPAS Echo, COMPAS Echo may use and modify it without any restriction or payment.
    1. This ToU is effective on the date the first master service agreement is executed by Customer and COMPAS Echo (“Effective Date”) and remains in effect until termination, expiration or notice of none renewal.
    2. Termination and Suspension. Either party may terminate this ToU or an master service agreement if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. COMPAS may suspend Customer’s access to the Service if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach. If all ordering documents under this ToU have expired or been terminated, then either party may terminate this ToU for convenience by providing written notice to the other party.
  4. NO WARRANTY.The Service is provided “as is”. COMPAS makes no representation or warranty about the COMPAS Echo Service including any representation that the Service will be uninterrupted or error-free. To the fullest extent permitted under applicable law, COMPAS disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.
    1. Damages Waiver.To the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.
    2. Liability Cap.Neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid or payable to COMPAS during the 12-month period before the event giving rise to the liability. Subject to section 7.3 (b), COMPAS will not be liable for any unauthorized third party access to Customer’s content, data, programs, information, network, or systems.
    3. Exclusions. The limitations of liability stated in sections 7.1 and 7.2, do not apply to a party’s (a) confidentiality or indemnification obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death or personal injury; or (d) violation of the other party’s intellectual property.
  6. GOVERNING LAW.The Agreement is governed by the laws of the State of California and any action or proceeding related to the Agreement will be brought in a federal court in the Northern District of California. Each party irrevocably submits to the jurisdiction and venue of the applicable courts. The prevailing party in any litigation may seek to recover its legal fees and costs.
  1. MISCELLANEOUS If a conflict exists between this TOU and the ordering document, the terms in this ToU will govern. The parties will provide notices in writing and deliver them by commercial overnight courier to the address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Neither party will assign this ToU or an master service agreement in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except an assignment to an Affiliate or a successor that is not a competitor of the non-assigning party, made in connection with a merger or sale of all or substantially all of a party’s assets or stock. Any attempted assignment in violation of the foregoing restriction will be void. COMPAS may remotely monitor Customer’s use of the Service to ensure compliance with the Agreement. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties, except for the COMPAS Echo Privacy Policy, which may be modified in accordance with its terms. If this ToU or an master service agreement will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and all of which taken together comprise a single document. Each party represents and warrants to the other that the individual binding a party under this ToU or an master service agreement is authorized to do so.