PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Awesome Boss may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. The most current version of the policy will govern our use of your information and will always be at https://www.awesomeboss.com/terms-and-conditions. If the revision, in our sole discretion, is material we will attempt to notify you via e-mail to the email associated with your account and by placing a prominent notice on the Service for the 30 days prior to the effective date of the change. We will also update the ‘last revised’ date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service. This Agreement applies to all Users of the Service.
- “Content” means any data uploaded, downloaded or appearing on the Service, including any personally identifiable information derived from any of the foregoing.
- “Information System” means (i) any information or communications system, including network services, computer systems, data networks, software applications, broadband/satellite/wireless communications systems, and voicemail, and (ii) the means of access to such systems, including all authentication methods.
- “Intellectual Property” means (i) trade secrets, (ii) patents and patent applications, (iii) trademarks and trademark applications, (iv) service marks and service mark applications, (v) trade names, (vi) Internet domain names, (vii) copyrights and copyright applications, (viii) moral rights, (ix) database rights, (x) design rights, (xi) rights in know-how, (xii) rights in inventions (whether patentable or not), (xiii) renewals or extensions of the foregoing, (xiv) goodwill associated with the foregoing, and (xv) all other equivalent rights anywhere in the world.
- “Order Form” means an ordering document specifying the Service to be provided hereunder that is entered into between you and Awesome Boss, including any addenda and supplements thereto.
- “Service” means, collectively, the services, websites, widgets, APIs, and software provided on or in connection with the service known commercially as “Awesome Boss.”
- “Subscription Fee” means the fee for the Service that you purchase under an Order Form, per twelve consecutive months during the Term.
- “Term” means the one (1) year period following your acceptance of this Agreement.
- “User” means all visitors, users, and others who access the Service, including the natural person or entity who has or will accept your Terms of Service (as you may update them from time to time in your discretion).
2. Use of Our Service
Awesome Boss a service that helps you engage, recognize, and reward your team.
You need to register with Awesome Boss and create an account. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account and you must keep your account password secure. You must notify Awesome Boss immediately of any breach of security or unauthorized use of your account. Awesome Boss will not be liable for any losses caused by any unauthorized use of your account. By providing Awesome Boss your email address or phone number you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to Awesome Boss than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) submitting to the Service or to Awesome Boss any personally identifiable information, except as necessary for the establishment of your account; or (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
We may, without prior notice, change the Service, stop providing the Service or features of the Service, or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability if in our sole determination you violate any provision of this Agreement.
Except as expressly permitted under Section 2(a), you agree not to use, copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the software underlying the Service or any part thereof, unless this is expressly permitted or required by law, or unless authorized by Awesome Boss in writing.
3. License Grant
License to You
Subject to the terms and conditions of this Agreement, an applicable Order Form and payment of any fees stated therein, Awesome Boss grants you a non-exclusive, non-transferable, non-sublicensable right to use the Service solely for your internal use during the Term. Each of us recognize that, except for the limited licenses granted specifically hereunder, all Intellectual Property shall remain with the owner and neither of us acquires or transfers any right to the other’s Intellectual Property. Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide you the Service. The Service is subject to usage limits, including, for example, (i) a quantity in an Order Form refers to Users, and the Service may not be accessed by more than that number of Users, (ii) a User’s password may not be shared with any other individual, and (iii) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service. If you exceed a contractual usage limit, you will promptly execute an Order Form for additional quantities of the applicable Service and/or pay any invoice for excess usage in accordance with Section 6(c) (Payment Information; Taxes).
Licenses to Awesome Boss
Your Content:To the extent necessary, you hereby grant, Awesome Boss a non-exclusive, royalty-free license to use the Content you originate on the Service, solely for the purposes of providing the Service to you.
Anonymous Data:Awesome Boss collects anonymous technical logs and data regarding use of the Service (“Anonymous Data”). Notwithstanding anything to the contrary herein, such Anonymous Data will be deemed Awesome Boss’ Content, which Awesome Boss may use for any business purpose during or after the term of this Agreement, including without limitation to develop and improve Awesome Boss' Service and to create and distribute reports and other materials. For clarity, this does not give Awesome Boss the right to identify you as the source of any Anonymous Data without your prior written permission.
Feedback and Improvements:You may choose to or we may invite you to submit comments, suggestions, feedback, or ideas about the Service, including without limitation about how to improve the Service or our products ("Idea(s)"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Awesome Boss under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Awesome Boss does not waive any rights to use similar or related ideas previously known to Awesome Boss, or developed by its employees, or obtained from sources other than you.
4. Ownership Rights
Awesome Boss Proprietary Rights
As between you and Awesome Boss, Awesome Boss and its licensors exclusively own all right, title and interest in and to the Service, including without limitation any improvements thereto, updates, and all materials therein or transferred thereby, including without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, and copyrights, and all Intellectual Property rights related thereto and derivative works of the foregoing. Except as provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Awesome Boss Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
Your Proprietary Rights
As between you and Awesome Boss and subject to Section 3(b), you own all right, title, and interest in and to the Content you originate on the Service and any Intellectual Property rights embodied therein.
5. Free Access and Beta Release
If you receive a free or unsubscribed access subscription (“Free Access Subscription”) to the Service or a beta release product (“Beta Release”), then you may use the Service or Beta Release in accordance with the terms and conditions of this Agreement for the period designated in the Order Form or otherwise by Awesome Boss. Awesome Boss may terminate or immediately suspend your Free Access Subscription at any time for any reason without liability to you. Awesome Boss may revoke your right to use any Beta Release and any related services at any time without liability and does not guarantee that future versions of a Beta Release will be made available under the same commercial or other terms. You acknowledge your Free Access Subscription or Beta Release may not be complete or fully functional and may contain bugs, errors, omissions and other problems. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AWESOME BOSS WILL HAVE NO WARRANTY, INDEMNITY OR SUPPORT OBLIGATIONS WITH RESPECT TO FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES.
6. Payment Obligations
You agree to pay Awesome Boss all Subscription Fees, as set forth in an applicable Order Form, if any, including any sales, excise, service, use or other taxes now or hereafter imposed upon or required to be collected by Awesome Boss by any authority in connection with or arising from the Service and/or this Agreement, excluding taxes based upon Awesome Boss' net income. If you associate a credit card with your account, you authorize Awesome Boss to charge the such credit card for the initial Term and any renewal Term(s). Such charges shall be made annually in advance. If the Order Form specifies that payment will be by a method other than a credit card, Awesome Boss will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Awesome Boss and notifying Awesome Boss of any changes to such information.
Your subscription shall automatically renew for additional successive Terms equal to the period of your initial Term, unless you provide Awesome Boss with written notice at least thirty (30) days prior to the end of the then-current Term. If you cancel or suspend your subscription before the end of the then current Term, (i) all fees will become immediately due and payable, (ii) Awesome Boss reserves the right to immediately suspend your access to your account, and (iii) unless termination occurs within the first 90 days of the initial Term, you will not receive any refunds.
Payment Information; Taxes
Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. Awesome Boss reserves the right to suspend your account for late or non-payment. You will maintain complete and accurate billing and contact information with Awesome Boss at all times.
Awesome Boss will not exercise its rights under Section 6(c) above if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Awesome Boss regarding future functionality or features.
7. Representations and Warranties
Corporate Authority and Compliance with Laws
Each of us warrants and represents that such we each have full right, power, and authority to enter into and perform this Agreement without the consent of any third party. You hereby represent, warrant, and covenant to use the Service in accordance with all applicable laws.
Use of Content
In connection with any of the Content you upload to the Service, you hereby represent and warrant that (a) you have obtained all necessary rights, releases, and permissions to provide the Content to Awesome Boss, and (b) the collection, use, and disclosure of such information by you does not violate any laws or rights of any third party, including without limitation any Intellectual Property, rights of privacy, or rights of publicity, and is not inconsistent with the terms of any applicable privacy policies. Awesome Boss takes no responsibility and assumes no liability for any Content that you or any other user or third party provides, posts, publishes or transmits over the Service. You shall be solely responsible for the Content you originate on the Service and the consequences of using, disclosing, or transmitting it, and you agree that Awesome Boss is only acting as a passive conduit.
You shall indemnify, defend, and hold harmless Awesome Boss from and against any and all third-party claims, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim based on the Content you originate on the Service (including without limitation any breach or alleged breach of your obligations and warranties in Section 7).
9. No Warranty
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7, ALL SERVICES ARE PROVIDED “AS IS”. NEITHER AWESOME BOSS NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. Awesome Boss SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF AWESOME BOSS. AWESOME BOSS DOES NOT WARRANT THAT ANY CHANGES YOU MAKE TO YOUR INFORMATION SYSTEM WILL MEET YOUR EXPECTATIONS AND IS NOT RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY YOU BASED UPON USE OF THE SERVICES.
10. Limitation of Liability
NEITHER AWESOME BOSS NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. AWESOME BOSS’ AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO Awesome Boss UNDER THIS AGREEMENT DURING THE THEN CURRENT SUBSCRIPTION TERM.
The parties agree that the limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Each party acknowledges that the foregoing limitations are an essential element of the Agreement and a reasonable allocation of risk between the parties and that in the absence of such limitations the pricing and other terms set forth in this Agreement would be substantially different.
"Confidential Information" includes any information disclosed by one party to the other in writing and marked "confidential" or which, due to its nature, reasonably should be understood to be confidential. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party's Confidential Information without the other party's prior written consent, except for the purpose of performing its obligations under this Agreement or if required by Law or court order, in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practical prior to disclosing such information.
Awesome Boss, in its sole discretion, may terminate or suspend your account at any time if, in Awesome Boss' sole discretion, you violate any term or provision of this Agreement without prior notice or liability to you. If you default in the performance of any material provision of this Agreement, including without limitation any payment obligations due under Section 6, then Awesome Boss may give written notice to you that if the default is not cured within ten (10) days the Agreement will be terminated. If Awesome Boss gives such notice and the default is not cured during the ten (10) day period, then the Agreement shall automatically terminate at the end of that period. Upon termination of your account, your right to use the Service will immediately cease and all amounts due shall become immediately due and payable. Sections 1, 4, 6 (to the extent not satisfied), 7-13, and 15 shall survive any termination or expiration of this Agreement. Upon termination of this Agreement for any reason, you shall cease all use of the Service and you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Service and any the data, and shall so certify, if requested, to Awesome Boss that such actions have occurred.
Refund Upon Termination.
Unless otherwise stated in an applicable Order Form, prepaid Subscription Fees are non-refundable. If this Agreement is terminated by Awesome Boss in accordance with Section 12(a), you will pay any unpaid fees covering the remainder of the Term of all Order Forms. In no event will termination relieve you of your obligation to pay any fees payable to Awesome Boss for the period prior to the effective date of termination.
You understand and agree that all data will be transmitted to Amazon Web Services (“AWS”), which shall host the Service. The data therefore shall be stored and maintained in accordance with the applicable terms and conditions of AWS. Awesome Boss makes no guarantees as to the availability of AWS or the Service.
14. California Residents
The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Awesome Boss' prior written permissions, but may be assigned by Awesome Boss without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Neither party has the ability to bind the other party to any agreements or other obligations and will not attempt to do so. Awesome Boss and you are independent contractors, and nothing in this Agreement creates any partnership, joint venture or agency relationship. As between each other, each party is fully responsible for all persons and entities it employs or retains.
You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Awesome Boss. For any dispute with Awesome Boss, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that Awesome Boss has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Awesome Boss agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Awesome Boss from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND AWESOME BOSS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
All notices from you to Awesome Boss must be given in writing and sent by registered or certified mail (postage prepaid and return receipt requested), by hand or messenger delivery, by overnight delivery service, by facsimile with receipt confirmed, by electronic mail, to Awesome Boss' addresses provided on the Service. Any notice or report delivered in accordance with this Section will be deemed given on the date actually delivered; provided that any notice or report deemed given or due on a Saturday, Sunday, or legal holiday will be deemed given or due on the next business day. Awesome Boss may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Awesome Boss in our sole discretion. Awesome Boss reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Awesome Boss is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add firstname.lastname@example.org to your email address book to help ensure you receive email notifications from us.
This Agreement, together with any Order Forms and amendments you may enter into with Awesome Boss in connection with the Service, shall constitute the entire agreement between you and Awesome Boss concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Awesome Boss' failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
You may use the Service only if you can form a binding contract with Awesome Boss, are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement.
Do you have questions about this Agreement? Please reach out to us by email at email@example.com or regular mail at: Awesome Boss, LLC, 1155 4TH ST #228, San Francisco, California 94158.
Last Revision Date
This Agreement was last revised on, and effective as of, May 19, 2015.