This Customer Agreement describes your rights and responsibilities when using Stormboard’s online collaborative sticky note and whiteboard software, website at https://stormboard.com/ and associated mobile and desktop applications (the "Service(s)"). "We", "our", "us" and "Stormboard" refer to the Alberta, Canada corporation Edistorm Inc.
If you are a Customer (defined below), this Customer Agreement and if applicable your Written Contract with us, together form a binding "Contract" between the Customer and Stormboard. To the extent of any conflict or inconsistency between the provisions of the Customer Agreement and a written contract, the written contract will prevail.
If you are an individual granted access to a Storm by a Customer you should instead refer to our Terms of Service.
Our Service allows Authorized Users to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Customer Data").
By accessing the Services as a Customer, you are agreeing to be bound by this Contract, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws.
If you do not agree with any of these terms of this Contract, you are prohibited from using or accessing this Service.
For Storms on a personal/free account plan ("Personal Storms"), the creator of the Storm is the Customer and controls that Storm and any associated Customer Data in that Storm.
For Storms on a paid subscription plan ("Team Storms"), the organization (e.g., your employer or another entity or person) that entered the Customer Agreement is the Customer and controls all Storms and any associated Customer Data.
A Customer’s use of Personal Storms is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use Personal Storms for competitive analysis or similar purposes and we may terminate your right to use Personal Storms at any time and for any reason in our sole discretion, without liability to you.
Stormboard has the right to add, change, delete, discontinue or impose conditions on Personal Storms or any feature or aspect of the Service.
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set either on a monthly or annual basis, depending on the type of Subscription you select. A subscription may be entered into through the Services interface at https://stormboard.com/pricing or via an order form entered between the Customer and Stormboard.
Your Subscription allows you to purchase additional services should you choose to do so. You will be charged for any purchases of additional services at the time of purchase. Stormboard has the right to add, change, delete, discontinue or impose conditions on Subscriptions or any feature or aspect of the Service.
At the end of each Billing Cycle, your Subscription will automatically renew unless you cancel it or Stormboard cancels it. You may cancel your Subscription renewal through your online account management.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Stormboard with accurate and complete billing information. By submitting such payment information, you automatically authorize Stormboard to charge all Subscription fees and fees for additional services incurred through your account to any such payment instruments.
The Company will use commercially reasonable efforts to provide the Customer the Services in accordance with this Contract. The service level and capabilities will vary based on the Subscription the Customer is subscribed to.
All Subscriptions are priced per user and are denominated in US Dollars (USD) unless otherwise specified.
Monthly Subscriptions – All users that join a Team Storm are added to your Subscription and increase your monthly bill.
Annual Subscriptions – The Customer orders a set number of seats and once they reach capacity, the Customer must place an order for add additional seats before additional Authorized Users can access the Service. Additional seats are prorated for the term remaining in the current Subscription.
You can disable any Authorized Users who aren’t in any active Team Storms on your Subscription.
Monthly Subscriptions – After disabling an Authorized User, that user won’t be billed on following Billing Cycle unless they become re-enabled.
Annual Subscriptions – The Authorized User will be disabled and a new user can use their seat license immediately.
For monthly Subscriptions, all payments are made monthly by credit card at the end of the monthly Subscription term for the maximum number enabled of Authorized Users.
For our annual Subscriptions, all payments are made in advance by credit card.
For Customers on certain annual Subscriptions, we may agree to invoice Customer by email. Full payment must be received within thirty (30) days from the invoice date. Invoices will be sent 30 days prior to subscription renewal.
Should credit card billing fail to occur for any reason, (for example your credit card has expired), we will notify you via email three (3) times, over a number of days, to allow you to update the credit card information. After the third notification, your account will be locked and all Team Storms will be inaccessible by any Authorized Users until the payment has been received.
If any fees owed to us by the Customer (excluding amounts disputed reasonably and in good faith) are 30 days or more overdue, we may lock your account and all Team Storms will be inaccessible by any Authorized Users until the payment has been received.
Stormboard may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by Stormboard until the Free Trial has expired. Thirty days after the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, Stormboard reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
The Company reserves the right to change the Subscription fees or applicable charges and to institute new charges and fees. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Stormboard will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Payment obligations are non-cancelable and except as expressly stated in the Contract, fees paid are non-refundable, except when required by law.
A Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, except for employees of Customer’s affiliates for which the Customer may grant Authorized User status; attempt to scan or probe nor attempt to hack, defeat or compromise any security measures of Services or any systems or networks operated by the Company or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to the Customer for use on the Customer, or Customer’s affiliate’s, premises or devices, the Company hereby grants the Customer a non-exclusive, non-transferable, except to its affiliates, non-sublicensable license to use such Software during the Term only in connection with the Services.
The Customer represents, covenants, and warrants that they will use the Services only in compliance with Stormboard’s standard published policies then in effect and all applicable laws and regulations. The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of Services. Although the Company has no obligation to monitor the Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Stormboard’s standard published policies then in effect and all applicable laws and regulations.
The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services for Authorized Users to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). The Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and Authorized User passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
The Customer shall be responsible to grant access to the Services to Authorized Users and shall be responsible for enabling and disabling Authorized Users and control their access to the Services.
Except as otherwise set forth in this Agreement, Stormboard and the Customer agree that all code, inventions, know-how, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Proprietary Information"), provided that it is identified as confidential at the time of disclosure. Any Stormboard technology, non-public information regarding features, functionality and performance of the Service shall be deemed Proprietary Information without any marking or further designation. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
You are responsible for the Customer Data your Authorized Users post to the Service, including its legality, reliability, and appropriateness.
The Customer owns all rights to Customer Data in a Storm. When an Authorized User submits Customer Data to a Storm, you acknowledge and agree that the Customer Data is owned by the Customer and the Customer controls what happens to it including modification, deletion, disclosure or even removing your access to that Customer Data.
You understand and agree that Stormboard doesn’t control the Customer Data and that it’s the Customer’s responsibility to:
By Authorized Users posting Customer Data to the Service, you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Customer Data on and through the Service. You retain any and all of your rights to any Customer Data you submit, post or display on or through the Service and you are responsible for protecting those rights.
You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service.
The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.
The Company shall own and retain all right, title and interest in and to (a) the Service(s), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
The Service may contain links to third-party web sites or services that are not owned or controlled by Stormboard.
Stormboard has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Stormboard shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms. All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Upon termination, your right to use the Service will immediately cease.
The Customer can cancel their Subscription at any time using the Service’s’ interface.
Personal/Free Account Plan – As there is no billing relationship with these Storms, closing all of your Personal Storms effectively terminates your Subscription and Customer relationship.
Monthly Subscriptions – A prorated billing for the current Billing Cycle will be applied billed to the payment on file including any unpaid amounts before the Subscription can be terminated.
Annual Subscriptions – No refunds are provided for early termination. Customers will pay in full for the Services up to, and including, the last day on which the Services are provided for any unpaid fees.
During the term of your Subscription, Authorized Users can export or report on certain Customer Data from the Services. The export and reporting capabilities will vary based on the Authorized User’s privileges and the Subscription plan the Customer is subscribed to.
The data retention settings and capabilities will vary based on the Subscription plan the Customer is subscribed to.
Following the Termination of a Subscription, Stormboard will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our Service or otherwise in our possession or under our control.
You may not assign any of your rights or delegate your obligations under this Agreement whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign the Contract in its entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
The Customer grants Stormboard the right to use, publish and otherwise disseminate the Customer’s name and logo for marketing or promotional purposes on our website and other public or private communications with our existing and potential customers. We will of course follow the Customer’s trademark usage guidelines and for those Customers that wish to opt out, please send an email to email@example.com letting us know you don’t want your logo or company name used.
You agree to indemnify, defend and hold harmless Stormboard, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.
These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.
Stormboard, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iiv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Stormboard makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.
Stormboard its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
If you breach any of these terms in the Contract and Stormboard chooses not to immediately act, or chooses not to act at all, Stormboard will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. Stormboard does not waive any of its rights. Stormboard shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
You may not assign, sub-license or otherwise transfer any of your rights under these Terms.
As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.
This Contract shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Alberta and the laws of Canada, as applicable.
This Contract will be enforced to the fullest extent permitted under applicable law. If any term of this Contract is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
We reserve the right, at our sole discretion, to modify or replace the Customer Agreement at any time. If a revision is material we will make reasonable efforts to provide at least 15 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the Service.
Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
If you have any questions about the Customer Agreement, please contact us.
#400 8540 109th St.
Canada T6G 1E6
This Customer Agreement is effective as of July 23, 2018.
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