SaaS Terms of Service
Last updated: November 5, 2024
Important — Please read carefully
Outreach Technology and Learning Solutions LLC and/or its Affiliates ("Outreach") is willing to grant access to the SaaS Products to you as the company or the legal entity that will be utilizing the SaaS Products ("Customer") on the condition that you accept all of the terms of this Agreement. By entering into this Agreement on behalf of the Customer, you represent that you have the legal authority to bind the Customer to this Agreement.
By indicating consent electronically, or accessing or otherwise using the SaaS Products, Customer agrees to the terms and conditions of this Agreement. If Customer does not agree to this Agreement, do not indicate consent electronically and make no further use of the SaaS Products.
Access and Use
1.1 Access and Use
Subject to payment of all applicable fees set forth in the applicable Statement of Work ("SOW") or payment in accordance with an Indirect Order through a Channel Partner (as appropriate) and the terms and conditions of this Agreement, Outreach grants Customer, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Customer's and its Affiliates' internal business purposes in accordance with the Documentation and in the quantity specified in the applicable SOW. Outreach may update the SaaS Products from time-to-time in its sole discretion but shall not remove a primary function of the SaaS Products without providing prior notice to Customer.
1.2 Access and Use Restrictions
Customer shall not (directly or indirectly): (a) copy or reproduce the SaaS Products or the Documentation except as permitted under this Agreement; (b) exceed the subscribed quantities, users or other entitlement measures of the SaaS Products as set forth in the applicable SOW; (c) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the SaaS Products, Documentation or Outreach Intellectual Property; (d) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer under this Agreement to any third party except as expressly set forth herein; (e) modify, reverse engineer or disassemble the SaaS Products; (f) decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the SaaS Products, attempt to recreate the SaaS Products or use the SaaS Products for any competitive or benchmark purposes; (g) create, translate or otherwise prepare derivative works based upon the SaaS Products, Documentation or Outreach Intellectual Property; (h) interfere with or disrupt the integrity or performance of the SaaS Products; (i) attempt to gain unauthorized access to the SaaS Products or its related systems or networks; or (j) use the SaaS Products in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party.
1.3 Login Access
Customer is solely responsible for ensuring that only appropriate Authorized Users have access to the SaaS Products. Outreach reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case Outreach will promptly inform Customer in writing of such refusal or cancellation.
1.4 Support
As part of its provision of the SaaS Products, Outreach shall make available technical support to Customer in accordance with the Support Services terms on the applicable SOW. Upon notification from Outreach, Customer shall promptly update any Agents on Customer systems that interact with the SaaS Products. Customer acknowledges and agrees that its failure to timely install such an update may result in disruptions to or failures of the SaaS Products, security risks or suspension of Customer's access to the SaaS Products, without any liability on the part of Outreach to Customer.
1.5 Third Party Risk Assessment
If Customer requires Outreach to undergo a third party risk assessment, Customer shall select vendor and pay any and all associated fees. Upon notice, Outreach shall comply with all reasonable vendor requirements associated with the risk assessment in a timely manner.
Payment and Taxes
2.1 Payment Terms
Customer shall pay all invoices within thirty (30) days of date of invoice, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith), and payment will be sent to the address specified by Outreach. Any amounts arising in relation to this Agreement not paid when due will be subject to a late charge of one and one-half percent (1½%) per month on the unpaid balance or the maximum rate allowed by law, whichever is less. All SaaS Products fees are non-refundable and payable in advance.
2.2 Taxes
The fees and charges covered by this Agreement are exclusive of any Indirect Taxes imposed or levied on the SaaS Products. Unless otherwise agreed between the Parties, Customer will be liable for compliance with reporting and payment of such Indirect Taxes in its tax jurisdiction. Outreach shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes collected to the relevant authority if required by applicable law.
Rights in Intellectual Property
3.1 Intellectual Property
Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Outreach Intellectual Property are hereby reserved by Outreach. Nothing in this Agreement shall transfer ownership of any Intellectual Property rights from one Party to the other.
3.2 Customer Data
Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant Outreach any rights in Customer Data beyond those expressly provided herein. Customer grants Outreach and its Affiliates the limited, non-exclusive, worldwide license to view and use the Customer Data for the purpose of providing the SaaS Products and for Outreach internal purposes.
3.3 Usage Data and Suggestions
Outreach shall be permitted to collect and use the Usage Data for its reasonable business purposes. In the event Outreach wishes to disclose the Usage Data or any part thereof to third parties, such data shall be deidentified and/or presented in the aggregate so that it will not identify Customer or its Authorized Users. To the extent that Customer provides Outreach with Suggestions, such Suggestions shall be free from any confidentiality restrictions and may be implemented by Outreach in its sole discretion.
Confidentiality
4.1 Confidential Information
The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party's Confidential Information to fulfil the purposes of this Agreement. The receiving Party will protect the disclosing Party's Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information.
4.2 Exceptions
Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party; (ii) becomes known to the receiving Party independently from a source without an obligation of confidentiality; (iii) becomes publicly known except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party's Confidential Information.
4.3 Advertising and Publicity
Neither Party shall make or permit to be made any public announcement concerning the existence, subject matter or terms of this Agreement without the prior written consent of the other Party. Customer grants Outreach and its Affiliates during the term of the Agreement the right to use Customer's trade names, logos, and symbols in its public promotional materials solely for the purpose of identifying Customer as an Outreach customer.
Security and Processing of Personal Data
5.1 Customer Data Content
As between Outreach and Customer, Customer is solely responsible for: (i) the content, quality and accuracy of Customer Data; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with Outreach; and (iv) ensuring that the Customer Data complies with applicable laws and regulations including Applicable Data Protection Laws.
5.2 Data Protection Laws
The Parties shall comply with their respective obligations under the Applicable Data Protection Laws.
5.3 Security of Customer Data
Outreach shall: (i) ensure that it has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; and (ii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement.
5.4 Processing of Customer Data
Outreach shall process Customer Data only as necessary to perform its obligations under this Agreement and in accordance with Customer's documented instructions unless required by law. Outreach shall not process, access, or use Customer Data for any purpose other than providing the SaaS Products and fulfilling its obligations under this Agreement. Customer Data will be retained only for as long as necessary to fulfil contractual obligations.
5.5 Protection of Personally Identifiable Information (PII)
Each party shall comply with all applicable federal and state laws and regulations governing the collection, use, disclosure, and protection of Personally Identifiable Information (PII). This includes, without limitation, FERPA, HIPAA (to the extent applicable), PIPEDA, and applicable state laws. Outreach shall ensure that PII is accessible only to individuals expressly authorized under this Agreement, implement comprehensive audit logging, maintain a written data breach response plan, and notify Customer of any Data Breach within 48 hours of discovery. All PII and other Customer data in Outreach's possession shall be returned and/or destroyed upon termination or expiration of the Agreement in accordance with the procedures set forth herein.
Warranties
6.1 Limited SaaS Products Warranty
During the applicable Subscription Term, Outreach warrants that: (a) the SaaS Products will perform in substantial conformity with the Documentation; and (b) Outreach will use industry standard measures designed to detect viruses, worms, Trojan horses or other unintended malicious or destructive code in the SaaS Products. Customer shall be required to report any breach of warranty to Outreach within thirty (30) days of the date on which the incident giving rise to the claim occurred.
6.2 Compliance with Law
Each Party shall comply with all applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.
6.3 Disclaimer
To the maximum extent allowed by applicable law, Outreach disclaims all other warranties, conditions and other terms, whether express or implied or incorporated into this Agreement by statute, common law or otherwise, including the implied conditions and warranties of merchantability and fitness for a particular purpose. Outreach will have no liability for delays, failures or losses attributable or related in any way to the use or implementation of third-party software or services not provided by Outreach.
Indemnification
7.1 Infringement Indemnity
Outreach shall defend and indemnify Customer and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third party's patent, copyright, trademark or trade secret caused by Customer's use of the SaaS Products in accordance with this Agreement and the Documentation.
7.2 Customer Data and Use Indemnity
Customer shall defend and indemnify Outreach and/or its Affiliates and their officers, directors and employees against any third-party claims, suits and proceedings resulting from: (i) an alleged infringement or violation by the Customer Data of such third-party's intellectual property rights; or (ii) Outreach's use of the Customer Data violating applicable law, provided that such use is in accordance with the terms of this Agreement.
7.3 Process
Each Party's defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party's prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim.
7.4 Exclusions
The above Outreach obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the SaaS Products not in accordance with the Documentation and this Agreement; (b) Customer's use of the SaaS Products in violation of applicable laws; (c) any modification, alteration or conversion of the SaaS Products not created or approved in writing by Outreach; or (d) Customer's gross negligence or willful misconduct.
Limitation of Liability
8.1 Maximum Liability
Except for liability caused by Outreach's intellectual property infringement indemnification obligations in section 7.1, in no event will Outreach's maximum aggregate liability arising out of or related to this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed the total amount paid or payable to Outreach under this Agreement during the twelve (12) month period preceding the date of initial claim.
8.2 No Consequential Damages
Neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement, however caused, whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, and whether or not the Party has been advised of the possibility of such damages.
Assignment
Assignment
Neither Party may assign any of its rights or obligations under this Agreement without the other Party's prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.
Term and Termination
10.1 Term
This Agreement will be effective upon the date listed on the applicable SOW and shall remain in force during the applicable Subscription Term of the SaaS Product or throughout Customer's continued use of the SaaS Product, as applicable.
10.2 Termination
Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. Outreach reserves the right to suspend Customer's access to the applicable SaaS Products upon 30 days' written notice if: (a) an invoice is more than sixty (60) days past due; or (b) if there is an uncured material breach of this Agreement.
10.3 Effects of Termination/Expiration
Upon termination or expiration of an applicable Subscription Term, Outreach may immediately deactivate Customer's account, and: (i) Customer will have no further right to access or use the SaaS Products; and (ii) each Party shall return or destroy any tangible Confidential Information of the other Party within its possession or control. Any Customer Data contained on the SaaS Products will be deleted within sixty (60) days of termination/expiration of Customer's Subscription Term.
Miscellaneous
11.1 Independent Contractors
Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between Outreach and Customer, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.
11.2 Notices
All Notices will be in writing and will be deemed to have been duly given when delivered by hand; three (3) days after being sent by registered or certified mail; one (1) day after deposit with a nationally recognized overnight delivery service; or when provided via email when the sender has received a delivery/read receipt. Notices for Outreach should be sent to: Outreach Technology and Learning Solutions LLC, Attn: Accounts, 5415 W. Higgins Avenue, Chicago, Illinois 60630. Email: [email protected]. Phone: +1 (888) 256-2859.
11.3 Force Majeure
With the exception of Customer's payment obligations herein, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control.
11.4 Governing Law and Jurisdiction
This Agreement shall be construed and interpreted according to the internal laws of the State of Illinois, excluding any choice of law rules, and the Parties agree to submit to the exclusive jurisdiction of the State of Illinois with respect to any dispute, claim, action, suit or proceeding arising out of or in connection with this Agreement.
11.5 Entire Agreement and Modification
This Agreement supersedes all prior agreements and representations between the Parties regarding the subject matter of this Agreement. Outreach may make changes to these Terms of Service from time to time. If Outreach makes a material change, Outreach will inform Customer by e-mail or through a banner or other prominent notice within the SaaS Products. If Customer does not agree to the change, Customer must notify Outreach by e-mail to [email protected] within thirty (30) days after Outreach's notice.
11.6 Severability and Waiver
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. The failure of either Party to enforce any rights granted to it hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Questions about this agreement? Contact us at [email protected]
Or write to: Outreach Technology and Learning Solutions LLC, 5415 W. Higgins Avenue, Chicago, Illinois 60630