*Last Modified September 10, 2020<\/p>\n
These Customer Terms of Service (these\u00a0\u201cCustomer Terms\u201d<\/i><\/b><\/em><\/strong>) describe your rights and responsibilities when using our mobile and\/or web-based software platform and related services (the\u00a0\u201cServices\u201d<\/i><\/b><\/em><\/strong>). If you are a Customer (defined below), these Customer Terms govern your access and use of our Services.<\/p>\n These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding\u00a0\u201cAgreement\u201d\u00a0<\/i><\/b><\/em><\/strong>between Customer and Hit Labs, Inc.\u00a0(“Hit Labs”<\/strong><\/em>).<\/em><\/p>\n \u201cCustomer<\/strong>\u201d means the organization that you represent in agreeing to this Agreement. By agreeing to this Agreement, you represent and warrant that you have all right, power, and authority to bind such entity or organization to this Agreement.<\/p>\n \u201cAffiliate<\/strong>\u201d means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. \u201cControl,\u201d for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.<\/p>\n \u201cAuthorized User<\/strong>\u201d means an individual who is authorized by Customer to use the Subscription Services under Customer\u2019s account, and who has been supplied a user identification and password. Authorized Users may include, for example, Customer\u2019s and its Affiliates\u2019 employees, consultants, contractors and agents, and third parties with which Customer or its Affiliates transacts business.<\/p>\n \u201cCustomer Data<\/strong>\u201d means all data and information submitted by Authorized Users to the Subscription Services. \u201cCustomer Data\u201d includes message text, files, comments, videos, music, images, links, and other content and information, but does not include Non-Hit Labs Products or the Subscription Services.<\/p>\n \u201cDocumentation<\/strong>\u201d means Hit Labs\u2019 online user guides, and polices, as updated from time to time, accessible via https:\/\/support.pronto.io<\/a>.<\/p>\n \u201cNon-Hit Labs Products<\/strong>\u201d means online applications and offline software products that are provided by Customer or a third party, and that interoperate with the Subscription Services.<\/p>\n \u201cSubscription Services<\/strong>\u201d means access to Hit Labs\u2019 communication and productivity software on a software-as-a-service basis including access to related systems and technologies as ordered by Customer and made available by Hit Labs via a Customer-specific domain provided by Hit Labs and Hit Labs\u2019 desktop and mobile applications, including associated offline components, provided that \u201cSubscription Services\u201d shall mean that plan, and the corresponding features thereof, as ordered and paid for by Customer. \u201cSubscription Services\u201d exclude Customer Data and Non-Hit Labs Products.<\/p>\n \u201cServices<\/strong>\u201d means the Subscription Services, technical support services, and Professional Services (as defined below), provided by Hit Labs hereunder.<\/p>\n Customer may order Subscription Services and any related professional services (\u201cProfessional Services<\/strong>\u201d) on behalf of itself and its Affiliates by entering into an ordering document (including any online order) (an \u201cOrder Form<\/strong>\u201d) referencing this Agreement and specifying the Subscription Services to be provided hereunder. Each additional Order Form, upon execution by both of the parties hereto, will be subject to and incorporated into this Agreement.\u00a0Customer will be responsible for its Affiliates\u2019 compliance with this Agreement and the acts and omissions of Customer\u2019s Affiliates will be deemed to be the acts and omissions of Customer.<\/p>\n a.\u00a0Access<\/u>. Hit Labs will (i) make the Subscription Services available to Customer pursuant to this Agreement, (ii) not use or process Customer Data for any purpose whatsoever without Customer\u2019s prior written instructions, provided that processing necessary for the performance of this Agreement or processing initiated by an Authorized User in their use of the Subscription Services will each be deemed an instruction, and (iii) provide the Subscription Services in accordance with any applicable uptime commitments set forth in the Documentation.<\/p>\n b.\u00a0Administrator<\/u>. Customer will identify a primary administrator for its account. Customer may use its primary administrator credentials to create other administrator accounts and standard user accounts for its Authorized Users. Unless otherwise specified in an applicable Order Form, (i) Subscription Services are purchased as Authorized User subscriptions, (ii) additional Authorized User subscriptions may be added via the Subscription Services interface by Customer or by Order Form during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional Authorized User subscriptions are added, and (iii) all Authorized User subscriptions will terminate on the same date.<\/p>\n c.\u00a0Authorized Users<\/u>. Authorized User subscriptions cannot be shared or used by more than one Authorized User. Customer is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under its accounts. Hit Labs will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Subscription Services. Customer may refer to the Documentation for additional information on Hit Labs\u2019 policies, storage limitations, and such other notices Hit Labs publishes in connection with the Subscription Service from time-to-time.<\/p>\n d.\u00a0Use of Non-Hit Labs Products<\/u>. Third parties may from time-to-time make available to Customer Non-Hit Labs Products. Any acquisition and use by Customer or by its teams of such Non-Hit Labs Products is solely between Customer and the applicable provider. Hit Labs does not warrant or support Non-Hit Labs Products.<\/p>\n e.\u00a0Non-Hit Labs Products and Customer Data<\/u>. If Customer installs or enables Non-Hit Labs Products for use with Subscription Services, Customer acknowledges that providers of those Non-Hit Labs Products may have access to Customer Data in connection with the interoperation and support of such Non-Hit Labs Products with the Subscription Services. To the extent Customer authorizes the access or transmission of Customer Data through a Non-Hit Labs Product, Hit Labs will not be responsible for any use, disclosure, modification or deletion of such Customer Data.<\/p>\n f.\u00a0Beta Products<\/u>. From time to time, Hit Labs may make available to Customer certain new features and functionality identified as \u201cbeta\u201d or \u201cpre-release,\u201d or another similar designation (each, a \u201cBeta Product<\/strong>\u201d). Beta Products are made available on an \u201cas is,\u201d and \u201cas available\u201d basis without any warranties or other obligation and Hit Labs will have no responsibility for Customer\u2019s use thereof.<\/p>\n a.\u00a0Customer Responsibilities<\/u>. Customer will (i) obtain and maintain all consents, permissions, and authorizations required for Customer, its Authorized Users, and Hit Labs to have the rights to access, store, process, transmit, handle, disclose, or process Customer Data in connection with the Subscription Services, (ii) be responsible for Authorized Users\u2019 compliance with this Agreement, (ii) be responsible for the accuracy, appropriateness and legality of Customer Data, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of Subscription Services, and notify Hit Labs promptly of any such unauthorized access or use, and (v) use the Subscription Services only in accordance with applicable laws and government regulations.<\/p>\n b.\u00a0Usage Restrictions<\/u>. Customer may not (i) make the Subscription Services available to, or use the Subscription Services for the benefit of, anyone other than Authorized Users, (ii) upload, post, transmit, or otherwise make available any content that (1) Customer knows or reasonably should know is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another\u2019s privacy, hateful, or racially, ethnically, or otherwise objectionable, or (2) that Customer does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that infringes any patent, trademark, trade secret, copyright or other proprietary rights, (iii) sublicense, resell, time share or similarly exploit the Subscription Services, (iv) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, (v) reverse engineer, modify, adapt, or hack the Subscription Services, or otherwise attempt to gain unauthorized access to the Subscription Services or its related systems or networks, or (vi) use the Subscription Services in violation of Hit Labs\u2019 Acceptable Use Policy, available at https:\/\/pronto.io\/acceptable-use-policy\/<\/a>.<\/p>\n c.\u00a0Restriction of Access<\/u>. If Hit Labs, in its sole discretion, determines that Customer has breached any of its obligations or restrictions in this Section 4, in addition to and without prejudice to any of Hit Labs\u2019 other rights and remedies hereunder, with notice to Customer, Hit Labs may suspend or restrict access to Customer\u2019s account until such breach has been cured by Customer.<\/p>\n During the Term and on the condition that Customer has paid all undisputed fees due and owing to Hit Labs and is otherwise in material compliance with the terms of this Agreement, Hit Labs shall respond to technical support requests via email Monday through Friday, from 8:00 AM to 8:00 PM MT, excluding major international holidays, and make reasonable, good faith efforts to correct errors. Hit Labs will make reasonable, good faith efforts to respond to all technical support requests within 8 business hours. When requesting an error correction, Customer shall provide Hit Labs with information as Hit Labs reasonably requests to enable Hit Labs to verify and reproduce the reported error. Certain Hit Labs employees may need to access Customer Data to provide the Subscription Services. Additional information about support for the Subscription Services are available at https:\/\/support.pronto.io.<\/p>\n a.\u00a0Fees and Payment<\/u>. Customer will pay all fees specified in all Order Forms hereunder. Payment obligations are non-cancelable and, except as expressly set forth herein, fees paid are non-refundable. In the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Subscription Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term.<\/p>\n b.\u00a0Invoicing, Payment and Taxes<\/u>. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Hit Labs will bill Customer through invoices sent via email to the address designated by Customer, unless a payment method is otherwise specified in the Order Form. Unless otherwise set forth in the relevant Order Form, full payment for invoices issued must be received within 30 days from the invoice date. Except for those taxes based on Hit Labs\u2019 net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Subscription Services provided by Hit Labs be subject to withholding tax by any government, Customer will reimburse Hit Labs for such withholding tax. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.<\/p>\n c.\u00a0Downgrading of Subscription Service<\/u>. If any charge owing by Customer (excluding amounts disputed in reasonable and good faith) is 30 days or more overdue, Hit Labs may, without limiting its other rights and remedies, suspend the provision of Subscription Services or downgrade any fee-based Subscription Services to free plans until such amounts are paid in full, provided Hit Labs has given Customer 10 or more days\u2019 prior notice that its account is overdue. Notwithstanding Section 10, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality.<\/p>\n d.\u00a0Pricing Changes<\/u>. If Customer elects to purchase a subscription to use Subscription Services, or certain other paid aspects of the Subscription Services, Customer agrees to the pricing communicated by Hit Labs. Hit Labs may add new services for additional fees and charges or add or amend fees and charges for existing services, at any time in our sole discretion. Any change to such pricing shall become effective in the billing cycle following notice of such change as provided under the Agreement.<\/p>\n e.\u00a0Accuracy of Information<\/u>. Customer shall ensure that all information that Customer provides in connection with a purchase or transaction or other monetary transaction with the Subscription Services must be accurate, complete, and current. Customer agrees to pay all charges incurred by Authorized Users at the prices in effect when such charges are incurred.<\/p>\n f.\u00a0Future Functionality<\/u>. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Hit Labs regarding future functionality or features.<\/p>\n a.\u00a0Reservation of Rights in Subscription Services<\/u>. Subject to the limited rights expressly granted hereunder, Hit Labs reserves all rights, title and interest in and to the Subscription Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.<\/p>\n b.\u00a0License to Software Components<\/u>. To the extent Hit Labs makes available any software components to Customer, including via app stores, in connection with the Subscription Services, Hit Labs grants to Customer a limited, non-transferrable, non-sublicensable, non-exclusive license to use the object code version of such components solely in connection with the Subscription Services.<\/p>\n1. \u00a0Definitions<\/u>.<\/h4>\n
2. \u00a0Orders<\/u>.<\/h4>\n
3. \u00a0Subscription Services<\/u>.<\/h4>\n
4. \u00a0Customer Responsibilities and Restrictions<\/u>.<\/h4>\n
5.\u00a0Support and Maintenance<\/u>.<\/h4>\n
6. \u00a0Payment<\/u>.<\/h4>\n
7. \u00a0Proprietary Rights<\/u>.<\/h4>\n