CHANGE COMPASS SOFTWARE AS A SERVICE AGREEMENT BY CLICKING THE “LOGIN” BUTTON OR OTHERWISE ACCEPTING THIS AGREEMENT THROUGH AN INVOICE DOCUMENT THAT INCORPORATES THIS AGREEMENT (THE “ORDERING DOCUMENT”), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
A. Agreement Definitions
“You” and “your” refers to the individual or entity that has ordered software as a service from Change Compass, Pty Ltd. (“Change Compass”) or an authorized distributor by executing the ordering document that accompanies and incorporates this Change Compass software as a service agreement (collectively, the “agreement”). Software as a service consists of system administration, system management, and system monitoring activities that Change Compass performs for Change Compass programs, and includes the right to use the Change Compass programs, support services for such Change Compass programs, as well as any other services provided by Change Compass, as defined in the ordering document (collectively, the “services”). The term “program documentation” refers to the program user guide as well as any other materials provided by Change Compass as part of the services. The term “Change Compass programs” refers to the software products owned or distributed by Change Compass to which Change Compass grants you access as part of the services, including program documentation, and any program updates provided as part of the services. The term “users” shall mean those individuals authorized by you or on your behalf to use the services, as defined in the ordering document. The term “your data” refers to the data provided by you that resides in your services environment. The term “ordering document” refers to the ordering document signed by the parties that accompanies and incorporates this software as a service agreement, including the services policies and any other document referenced or incorporated into the ordering document.
B. Applicability of Agreement
This software as a service agreement is valid for the ordering document which this agreement accompanies.
C. Rights Granted
Upon Change Compass’s acceptance of your order and for the duration of the services term defined in the ordering document, you have the nonexclusive, non-assignable, royalty free, worldwide limited right to use the services solely for your internal business operations and subject to the terms of the agreement. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with the agreement. The services are provided as described in, and subject to, the services policies referenced in the ordering document.You acknowledge that Change Compass has no delivery obligation and will not ship copies of the Change Compass programs to you as part of the services. You agree that you do not acquire under the agreement any license to use the Change Compass programs specified in the ordering document in excess of the scope and/or duration of the services. Upon the end of the agreement or the services there under, your right to access or use the Change Compass programs specified in the ordering document and the services shall terminate.
D. Ownership and Restrictions
You retain all ownership and intellectual property rights in and to your data. Change Compass or its licensors retain all ownership and intellectual property rights to the services and Change Compass programs. Change Compass retains all ownership and intellectual property rights to anything developed and delivered under the agreement.Third party technology that may be appropriate or necessary for use with some Change Compass programs is specified in the program documentation or ordering document as applicable. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by Change Compass and not under the agreement.
You may not:
• remove or modify any program markings or any notice of Change Compass’s or its licensors’ proprietary rights;
• make the programs or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired);
• modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Change Compass;
• disclose results of any services or program benchmark tests without Change Compass’s prior written consent; and
• license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the services, Change Compass programs or materials available, to any third party other than, as expressly permitted under the terms of the agreement.The rights granted to you under the agreement are also conditioned on the following:
• the rights of any user licensed to use the services (e.g., on a “named user” basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user, in which case the prior authorized user shall no longer have any right to access or use the license);
• except as expressly provided herein, no part of the services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
• you agree to make every reasonable effort to prevent unauthorized third parties from accessing the services.
E. Warranties, Disclaimers and Exclusive Remedies
Change Compass warrants that the services will perform in all material respects in accordance with the services policies referenced in the ordering document. If the services provided to you for any given month during the services term were not performed as warranted, you must provide written notice to Change Compass as specified in the ordering document no later than five business days after the last day of that particular month or within such other period stated in the ordering document.
CHANGE COMPASS DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT CHANGE COMPASS WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT CHANGE COMPASS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CHANGE COMPASS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
FOR ANY BREACH OF THE ABOVE WARRANTIES, CHANGE COMPASS WILL REMIT A SERVICES FEE CREDIT TO YOU CALCULATED AT TEN PERCENT (10%) OF NET MONTHLY FEES FOR THE APPLICABLE SERVICES FOR THE MONTH IN WHICH THE BREACH OCCURRED. THE CREDIT WILL BE PROVIDED ONLY TOWARDS ANY OUTSTANDING BALANCE FOR SERVICES OWED TO CHANGE COMPASS, AND THE REMITTANCE OF SUCH CREDIT WILL REPRESENT YOUR EXCLUSIVE REMEDY, AND CHANGE COMPASS’S SOLE LIABILITY, FOR ALL BREACHES OF ANY WARRANTY SPECIFIED IN THE AGREEMENT.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
F. Trial Use of the Services
If specified in the ordering document, you may order certain services for trial, non production purposes subject to the terms and conditions of the agreement. Services acquired for trial purposes are provided “as is” and Change Compass does not offer any warranties for such services.
If a third party makes a claim against either you or Change Compass (“Recipient” which may refer to you or Change Compass depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by either you or Change Compass (“Provider” which may refer to you or Change Compass depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
• notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);
• gives the Provider sole control of the defense and any settlement negotiations; and
• gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects Change Compass’s ability to meet its obligations under the relevant order, then Change Compass may, at its option and upon 30 days prior written notice, terminate the order. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation or services policies or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by the Provider, or (ii) any Material from a third party portal or other external source that is accessible to you within or from the service (e.g., a third party Web page accessed via a hyperlink). Change Compass will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Change Compass. Change Compass will not indemnify you for infringement caused by your actions against any third party if the services as delivered to you and used in accordance with the terms of the agreement would not otherwise infringe any third party intellectual property rights. Change Compass will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of the agreement (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of the agreement. This section provides the parties’ exclusive remedy for any infringement claims or damages.
H. Support Services
Support services provided under the agreement are specified in the services referenced in the invoice document.
I. End of Agreement
Services provided under this software as a service agreement shall be provided for the period defined in the ordering document unless earlier terminated in accordance with the agreement. The term of the services and any renewal years are collectively defined as the “services term.” At the end of the services term, all rights to access or use the services, including the Change Compass programs listed in the ordering document, shall end.
If either of us breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the applicable ordering document under which the breach occurred. If Change Compass ends the ordering document as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for the services ordered under the agreement plus related taxes and expenses. If Change Compass ends the services under the Indemnification section, you must pay within 30 days all amounts remaining unpaid for services plus related taxes and expenses. The non breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under the agreement, you may not use the services ordered.
In addition, Change Compass may immediately suspend your password, account, and access to or use of the services (i) if you fail to pay Change Compass as required under the agreement and do not cure within the first ten days of the 30 day cure period, or (ii) if you violate any provision within sections C, D, N or R of this software as a service agreement. Change Compass may terminate the services here under if any of the foregoing is not cured within 30 days after Change Compass’s initial notice thereof. Any suspension by Change Compass of the services under this paragraph shall not excuse you from your obligation to make payment(s) under the agreement.
At your request, and for a period of up to 60 days after the termination of the applicable ordering document, Change Compass may permit you to access the services solely to the extent necessary for you to retrieve a file of your data then in the services environment.
You agree and acknowledge that Change Compass has no obligation to retain your data and that your data may be irretrievably deleted after 60 days following the termination of the ordering document.
Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
J. Fees and Taxes
You agree to pay for all services ordered as set forth in the applicable ordering document. All fees due under the agreement are non-cancelable and the sums paid nonrefundable. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Change Compass must pay based on the services you ordered, except for taxes based on Change Compass’s income. You will reimburse Change Compass for reasonable expenses related to providing any on-site portion of the services. Fees for services listed in an ordering document are exclusive of taxes and expenses. All amounts invoiced hereunder are due and payable within 30 days of the date of the invoice.
You agree that you have not relied on the future availability of any services, programs or updates in entering into the payment obligations in the ordering document; however, the preceding does not relieve Change Compass of its obligation to deliver services that you have ordered per the terms of the agreement.
By virtue of the agreement, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential information shall be limited to the terms and pricing under the agreement, your data residing in the services environment, and all information clearly identified as confidential at the time of disclosure.
A party’s confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
We each agree to hold each other’s confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the agreement. Change Compass will protect the confidentiality of your data residing in the services environment in accordance with the Change Compass security practices specified in the services policies referenced in the ordering document. Nothing shall prevent either party from disclosing the terms or pricing under the agreement in any legal proceeding arising from or in connection with the agreement or from disclosing the confidential information to a governmental entity as required by law.
L. Entire Agreement
You agree that the agreement (including the information which is incorporated into the agreement by written reference (including reference to information contained in a URL or referenced policy), is the complete agreement for the services ordered by you, and that the agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement. It is expressly agreed that the terms of the agreement, including any Change Compass ordering document, shall supersede the terms in any purchase order or other non-Change Compass document and no terms included in any such purchase order or other non-Change Compass document shall apply to the services ordered. The agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Change Compass Store by authorized representatives of you and of Change Compass.
M. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. CHANGE COMPASS’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS SOFTWARE AS A SERVICE AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO CHANGE COMPASS FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST CHANGE COMPASS SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY
YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.
Export laws and regulations of the relevant country and any other relevant local export laws and regulations apply to the services. You agree that such export control laws govern your use of the services (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
1. Change Compass is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
2. You shall obtain at your sole expense any rights and consents from third parties necessary for Change Compass and its subcontractors to perform the services under the agreement.
3. The agreement is governed by the substantive and procedural laws of Australia and you and Change Compass agree to submit to the exclusive jurisdiction of, and venue in, the courts of Australia in any dispute arising out of or relating to the agreement.
4. If you have a dispute with Change Compass or if you wish to provide a notice under the Indemnification section of this software as a service agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to: Change Compass [email protected]. Change Compass may give notice applicable to Change Compass’s software as a service customer base by means of a general notice on the Change Compass portal for the services, and notices specific to you by electronic mail to your e-mail address on record in Change Compass’s account information or by written communication sent by mail or pre-paid post to your address on record in Change Compass’s account information.
5. You may not assign the agreement or give or transfer the services or an interest in them to another individual or entity. If you grant a security interest in any portion of the services, the secured party has no right to use or transfer the services or any deliverables.
6. Except for actions for nonpayment or breach of Change Compass’s proprietary rights, no action, regardless of form, arising out of or relating to the agreement may be brought by either party more than two years after the cause of action has accrued.
7. Change Compass may audit your use of the services. You agree to cooperate with Change Compass’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the services in excess of your rights. If you do not pay, Change Compass can end your services and/or the agreement. You agree that Change Compass shall not be responsible for any of your costs incurred in cooperating with the audit.
8. The Uniform Computer Information Transactions Act does not apply to this software as a service agreement or orders placed under it. You understand that Change Compass’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of Change Compass and are not Change Compass’s agents. Change Compass is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as an Change Compass subcontractor on an engagement ordered under this software as a service agreement.
P. Force Majeure
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.
Q. Your Data
Change Compass reserves the right to provide the services from locations, and/or through use of subcontractors, worldwide.
You agree to provide any notices and obtain any consents related to your use of the services and Change Compass’s provision of the services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.
R. Restrictions on Use of the Services
You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Change Compass under the agreement, Change Compass reserves the right to remove or disable access to any material that violates the foregoing restrictions. Change Compass shall have no liability to you in the event that Change Compass takes such action. You agree to defend and indemnify Change Compass against any claim arising out of a violation of your obligations under this section.
S. Services Tools
Change Compass may use tools, scripts, software, and utilities (collectively, the “tools”) to monitor and administer the services and to help resolve your Change Compass service requests. The tools will not collect, report or store any of your data residing in the service production environment, except as necessary to troubleshoot service requests or other problems in the service. Data collected by the tools (excluding production data) may also be used to assist in managing Change Compass’s product and service portfolio and for license management. You agree that (a) except as set forth in the following paragraph, you may not access or use the tools, and (b) you will not use or restore the tools from any tape backup at any time following termination of the agreement.
If Change Compass provides you with access to or use of any tools in connection with the services, your right to use such tools is governed by the license terms that Change Compass specifies for such tools; however, if Change Compass does not specify license terms for such tools, you shall have a non-transferable, non-exclusive, limited right to use such tools solely to facilitate your administration and monitoring of your services environment, subject to the terms of the agreement. Any such tools are provided by Change Compass on an “as is” basis and Change Compass does not provide technical support or offer any warranties for such tools. Your right to use such tools will terminate upon the earlier of Change Compass’s notice (which may be through posting on https://www.thechangecompass.com such other URL designated by Change Compass), the end of the services term, or the date that the license to use such tools ends under the license terms specified for such tools.
T. Statistical Information
Change Compass may compile statistical information related to the performance of the services, and may make such information publicly available, provided that such information does not incorporate your individual data and/or identify your confidential information or include your company’s name. Change Compass retains all intellectual property rights in such information.
U. Third Party Web Sites, Content, Products and Services
The services may enable you to add links to Web sites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Change Compass is not responsible for any third party Web sites or third party
content provided on or through the services and you bear all risks associated with the access and use of such Web sites and third party content, products and services.
V. Customer Reference
You agree (i) that Change Compass may identify you as a recipient of services and use your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by Change Compass on TheChangeCompass.com for promotional purposes.
A. WHAT INFORMATION CHANGE COMPASS COLLECTS FROM YOU
B. HOW CHANGE COMPASS COLLECTS YOUR INFORMATION
This clause describes methods pursuant to which Change Compass may collect Personal Information and Non- Personal Information from You and/or Your Agents. 1. Registration. Change Compass may require certain Personal Information and Non-Personal Information to create and maintain accounts issued to You pursuant to the Agreement or to enable certain features or functionality of the Services or otherwise provide the Services to You. Failure to provide all information required by Change Compass under the account settings may prevent access to any or all of the Services, and failure to maintain accurate information may result in suspension or termination of access to or use of any or all of the Services. 2. Information Collected Through Technology. You and Your Agents may be required to enter a user ID and password in order to access Your accounts. Change Compass may automatically collect details of the date and time that You or Your Agents log in and log out of Your accounts. 3. Information Provided By You. During the course of the business relationship between Change Compass and You, You and Your Agents may provide Change Compass with certain Personal Information (including without limitation contact information) and Non-Personal Information to enable You and Your Agents to utilize the Services and to allow Change Compass and You and Your Agents for the purposes described in Part C below.
C. HOW CHANGE COMPASS USES YOUR INFORMATION
This clause describes how Change Compass may use Information collected from You and Your Agents. 1. System Administration and Providing Services. Change Compass may use Personal and Non-Personal Information in furtherance of providing You and Your Agents with the Services and administering, supporting, protecting, and improving the Services and for purposes of communicating with You and Your Agents. 2. Notices to Customers. Change Compass may use Personal Information to send e-mails to You and/or Your Agents related to the Services (including Your accounts thereunder), including confirmation to verify the accuracy of any information You and/or Your Agents have provided and to provide any instructions or assistance related to the Services and/or Your (or Your Agents’) use thereof. Change Compass may also send emails to You and Your Agents to verify your respective identities and/or to notify You and Your Agents if Change Compass believes Your (including Your Agents’) use of the Services violates any applicable agreement between You and Change Compass related to the Services. 3. Combining Data. To the extent permitted by applicable law, Change Compass may combine the various types of data that Change Compass collects with other data that Change Compass collects from You, Your Agents, and Change Compass’s other customers and business partners.
D. HOW TO ACCESS AND CHANGE YOUR PERSONAL INFORMATION
Upon Your request, (i) Change Compass will permit Your Agents to update or correct Personal Information previously submitted, but only to the extent such activities will not compromise privacy or security interests, and (ii) Change Compass will, to the extent commercially reasonable within Change Compass’s existing systems, delete Personal Information of Your Agents from Change Compass’s database where such information is stored; however, it may be impossible to entirely delete entries without some residual information being retained due to the manner in which data backups are maintained by Change Compass or its suppliers or agents or if such Personal Information is contained in the content asset files that You (or Your Agents) upload into the Platform. You agree to submit all requests to delete Personal Information solely to [email protected]
E. WHERE CHANGE COMPASS STORES AND PROCESSES DATA
Change Compass or its agents, partners or affiliates may store data collected in connection with the Services on servers located around the world in various locations including, without limitation, Australia, parts of the United States of America, Asia and the European Economic Area.
F. SAFEGUARDING YOUR PERSONAL INFORMATION
This clause describes methods that Change Compass utilizes in connection with information provided by You and Your Agents in connection with Your use of the Services as well as responsibilities that You have to protect such information. 1. Security Measures. Transmissions over the internet are never completely secure or error-free. However, Change Compass in its sole discretion undertakes certain security measures aimed at protecting against unauthorized access, alteration, disclosure or destruction of Personal Information. It is Your responsibility to safeguard all passwords and user IDs that You and Your Agents use to access Your account and to notify Change Compass immediately at [email protected] if You or Your Agents know or suspect that the secrecy of any such passwords and/or user IDs have been compromised. You are solely responsible for any and all unauthorized use of Your account conducted via the passwords and user IDs of You and Your Agents. 2. Third Party Links. Change Compass may, during the course of our relationship, provide You and/or Your Agents with information about and/or links to third parties who may collect Personal Information and/or Non-Personal Information directly from You and Your Agents. Additionally, Change Compass may use third parties to provide components or portions of the Services. In either case, such third parties may have separate privacy policies and/or data collection practices, independent of Change Compass, and in all cases Change Compass: (a) has no responsibility or liability for any such third party policies or actions; (b) is not responsible for the privacy practices or the content of such third parties or their websites, products and/or services; and (c) does not make any warranties or representations about the websites, products and/or services offered by such third parties or the security of any information that You or Your Agents may elect to provide to them. It is Your responsibility to determine whether You will utilize and/or access any such third party services and under what terms (as between You and such third parties).
H. SPECIAL NOTE REGARDING MINORS
I. CONTACT CHANGE COMPASS
LICENSING AND ORDERING DOCUMENT
I. PROVISIONS APPLICABLE TO TRIAL SOFTWARE
1. TRIAL SOFTWARE LICENSE: Change Compass may grant you a limited, nonexclusive, nontransferable license to load and use such Software (the “Trial Software“), for a period of seven to fourteen (14) days from the date it is first installed on a single host computer, for your internal business purposes only. At the end of the trial period the Trial Software will deactivate and, unless you have paid for a full license to the Trial Software, you must discontinue use of the Trial Software and remove the Trial Software from any device upon which it has been loaded or installed. Any duplication, other or further use of the Trial Software is prohibited. Multiple trials of the same Software are also prohibited without written permission from Change Compass.
2. PAID LICENSE: If You elect to continue using the Software after the trial period, you agree to pay Change Compass amounts per user per month as stipulated on the pricing quote . All title, copyrights, patent rights, and other proprietary rights to the Trial Software reside exclusively with Change Compass and/or its licensor(s). The Trial Software may include software developed by third parties, who shall be considered third party beneficiaries of your obligations under this Agreement.
3. CHANGE COMPASS AND ITS LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRIAL SOFTWARE TOTHE MAXIMUM EXTENT PERMITTED BY LAW. THE TRIAL SOFTWARE IS PROVIDED “AS IS”,AND CHANGE COMPASS AND ITS LICENSORS FURTHER DISCLAIM ALL LIABILITY FOR ANY LOSS OFDATA, BUSINESS INTERRUPTION OR OTHER DAMAGES RESULTING FROM THE USE OFTHIS PRODUCT.
4. If you have questions regarding the use of the Trial Software, customer support information and answers to Frequently Asked Questions are available within the tool
5. Except as otherwise set forth above, the provisions set forth below shall apply to all Trial Software.
II. PROVISIONS APPLICABLE TO SOFTWARE (FULL VERSION)
1.1 Change Compass grants to you a non-exclusive, non-transferable license to use the licensed Software for your own internal business purposes in perpetuity, provided you remain compliant with the terms and conditions of this Agreement. A single named user may access the Software from multiple devices. Notwithstanding the fore going, the Software may only be used by the single named user.
1.2 This license is not a sale. Title and copyrights to the Software will a tall time reside exclusively with Change Compass and/or its licensors. You have no rights to the Software other than the license granted herein. This means that you may not create derivative works of the Software, or attempt to de-compile or reverse engineer the Software or permit third parties to do so, except to the extent required to obtain interoperability with other independently created software as explicitly permitted by law. You may not distribute, alter or modify nor cause or allow others to alter or modify the Software. Except in accordance with the license granted to you or as otherwise approved in writing by Change Compass, you may not transfer or distribute this license or your original or any backup copy of the Software to another computer or to any other person or legal entity. If the Software contains software developed by a third party, such third party shall be considered a third party beneficiary of your restrictions and obligations under this Agreement.
1.3 You agree not to provide or otherwise make available the Software to anyone other than your employees and agents making normal licensed use of the Software.
1.4 Software may not be used in any timesharing, Internet or service bureau-type use or distribution without explicit prior written permission from Change Compass in each specific instance.
1.5 You will not register or use any internet domain name which contains Change Compass’s or its licensors’ trademarks in whole or in part or any other name which is confusingly similar thereto.
1.6 You will indemnify and hold Change Compass and its licensors harmless from all loss, damage, expense or liability in connection with your use of the Software.
Except where you have agreed to a support and/or maintenance agreement Change Compass, Change Compass and its licensors are not responsible for maintaining or helping you to use the Software, and are not required to make available to you any updates, fixes or support for the Software.
(a) Export. You will not export or re-export the Licensed Software without appropriate foreign government licenses or for any purpose prohibited by any applicable export control laws.
(b) Termination. This Agreement terminates immediately, and without the need for notice, in the event of a material breach by you, in which event you shall return to Change Compass all copies of the Software, and remove the Software from all equipment into which it may have been loaded by you.
(c) Assignment. You may not assign any rights or obligations here under without prior written consent from Change Compass. This Agreement is freely assignable by Change Compass.
(d) Right to Audit. You agree that Change Compass may audit any installation or use of the Software to validate compliance with the terms of this Agreement.