8AM Solutions Inc. End User License Agreement (EULA) TERMS AND CONDITIONS
IT IS THE INTENTION OF ALL PARTIES HERETO THAT THIS 8AM SOLUTIONS INC. END USER LICENSE AGREEMENT (EULA) SHALL GOVERN THE ACQUISITION AND USE OF THE PRODUCTS DESCRIBED HEREIN FOR THE FULL DURATION OF THE TERM OF USE. IF ANY FREE TRIALS OR FREE TRIAL PERIODS ARE APPLICABLE, THIS AGREEMENT ALSO GOVERNS SUCH FREE TRIALS OR FREE TRIAL PERIODS.
BY ACCEPTING THE TERMS OF THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE AND AGREEMENT, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO ANY AND ALL TERMS OF THIS AGREEMENT CONTAINED HEREIN. FURTHERMORE, IF YOU ARE ENTERING INTO THIS AGREEMENT, OR USING THE PRODUCTS OR SERVICES DESCRIBED HEREIN, ON BEHALF OF A COMPANY, CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY YOU MUST NOT ACCEPT THIS AGREEMENT AND MUST NOT USE THE SERVICES. BY ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT YOU ARE CONFIRMING THAT YOU UNDERSTAND ANY AND ALL TERMS INDICATED HEREIN AND THAT NO OTHER REPRESENATIONS, WARRANTIES, GUARANTEES OR TERMS WOULD OTHERWISE MADE TO YOU REGARDING THIS AGREEMENT OF THE PRODUCTS DESCRIBED HEREIN.
YOU HEREBY AGREE AND ACKNOWLEDGE THAT YOU ARE NOT A DIRECT COMPETITOR OF 8AM SOLUTIONS INC., OR THE THIRD PARTY SUPPLIERS OF 8AM SOLUTIONS INC. OR ANY AFFILIATES OR SUBSIDIARIES THERETO. IF YOU ARE A DIRECT COMPETITOR YOU MUST NOT ACCEPT THIS AGREEMENT OR REVIEW THE CONTENTS CONTAINED HEREIN.
BY ACCEPTING THIS AGREEMENT YOU HEREBY AGREE TO THE FOLLOWING TERMS AND CONDITIONS:
(c) “Master Software Subscription Services Agreement” or “MSSA” means a separate agreement governing the provision of a software subscription service and any other professional services provided to the Hiring Client.
(f) “Content” means, collectively, the Hiring Client Content and the Vendor Content.
(h) Hiring Client” means the individual, partnership, corporation or other such entity to which
the Vendor Content is received by as disclosed to by 8AM through the Products.
(i) “Hiring Client Content” means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears within the 8AM products by the Hiring Client or any authorized users.
(k) “Services” means the provision of the Products by 8AM to the Customer pursuant to the terms
and conditions of this Agreement.
(l) “Software” means all executable computer programs and any related printed, electronic or online documentation and any other files that may accompany same.
(m) “Support” means the support supplied by 8AM or a Third Party Supplier to Customer.
(n) “Third Party Supplier” means any distributors or suppliers that supply product to 8AM to be marketed and/or sold to other parties.
(o) “Vendor” means the individual, partnership, corporation, or other such entity which uses the Products to disclose the Vendor Content to 8AM for further disclosure to the Hiring Client.
(p) “Vendor Content” means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears on the 8AM website by the Vendor or any authorized users.
(q) “Scheduled Downtime” means those hours, as determined by 8AM from time to time to perform system maintenance, backup and Upgrades or any other downtime incurred as a result of a reasonable Customer request.
4.1 The Customer acknowledges and agrees that the Customer is solely responsible for the Content. 8AM has no obligation or responsibility to review, filter, block or remove Content. 8AM is not responsible for the accuracy or the Content posted within the products, and the Customer agrees to indemnify and hold harmless 8AM for any Content that results in damages, costs or expenses to any third party that is posted within 8AM’s product. The Customer agrees that it shall not post any Content that is unlawful, offensive, harmful, inaccurate, or otherwise inappropriate to any third party. 8AM shall not be liable for any Content provided by the Customer or others.
4.2 The Customer retains its rights to any Content that is submitted, posted or displayed and grants 8AM a non-exclusive, worldwide, sublicensable, royalty-free license to use, host, run, copy, reproduce, process, modify, adapt, translate, publish, transmit, display and distribute the Content solely for the purposes of providing and supporting 8AM’s Services.
4.3 The Vendor consents to 8AM releasing the Vendor Content to the Hiring Client for the Hiring Client’s sole purposes and use and acknowledges that 8AM shall have no obligation or duties to restrict or modify the Vendor Content unless directed to do so in writing by the Vendor. To the extent that the Vendor advises 8AM in writing not to disclose Vendor Content, 8AM shall use commercially reasonable efforts to immediately cease to disclose such Vendor Content. Notwithstanding the within, 8AM retains the right to modify any Vendor Content which is deemed to be inaccurate or erroneous and shall use commercially reasonable efforts to advise the Vendor of such modification in writing.
4.4 The Vendor consents to the storage of the Vendor Content by 8AM and further agrees that it shall comply with all legal requirements regarding the Vendor Content, then applicable, that it shall enforce the terms of this Agreement as against third parties to the extent required by 8AM, that it shall promptly respond to Support requests by 8AM to ensure compliance with the Agreement and that it shall protect the rights of 8AM and the public in general. Furthermore, the Vendor agrees to hold harmless and indemnify 8AM from any actions or causes of action with respect to intellectual property infringement arising from the Vendor Content that is posted by 8AM, including any damages, expenses, costs, or legal fees on a solicitor and his own client basis.
4.5 The Customer consents to, and acknowledges and agrees, that 8AM shall have authority to investigate any and all complaints that are levied, published or otherwise made known to 8AM in relation to any violations arising under this Agreement and that it will assist 8AM in the resolution of such complaints and provide such information as reasonably requested by 8AM from time to time.
4.6 The Vendor acknowledges and agrees that to the extent that the Vendor violates this Agreement due to its failure to provide lawful or accurate information, that 8AM shall have the authority to disclose any and all such information as lawfully requested by any law enforcement agency, regulatory agency with lawful jurisdiction or other third parties whom are entitled to receive such information in accordance with legal process. 8AM shall use its commercially reasonable efforts to advise the Vendor when such requests for information are made, to the extent that they are entitled to under law.
4.7 The Vendor acknowledges and agrees that 8AM shall have the right and authority to store the Vendor Content for a period of ten (10) years following expiration or sooner termination of this Agreement, and that 8AM may disclose such Vendor Content in accordance with Section 4.6, notwithstanding the expiration or sooner termination of this Agreement.
6.6 The payment terms regarding the Hiring Client shall be governed by the terms of the Master Software
Subscription and Services Agreement between 8AM and the Hiring Client (the “MSSA”).
8AM’s liability for indirect damage, including consequential damage, loss of profit, loss of savings, mutilated and/or lost data, delays, late delivery of Product, losses, damage through corporate inactivity and/or claims from third parties against Customer, is expressly denied, waived and barred. The Customer expressly acknowledges that use of the Products is at its own risk.
The Customer represents and warrants to 8AM, and 8AM is relying on such representations and warranties in entering into this Agreement as follows:
10.1 The Customer has the power and authority to enter into this Agreement;
10.2 The Customer will perform its obligations and duties in compliance with applicable laws;
10.3 The Customer (if an individual) is of the age of majority in the Province of Alberta and the jurisdiction that they are resident in.
10.4 The Software, Support and Services provided by 8AM shall be used solely for legal purposes and shall be used in accordance with all applicable laws;
10.5 The information provided by the Customer to 8AM is truthful, accurate and is not a misrepresentation on the part of the Customer, upon which 8AM is entitled to rely for the purposes of this Agreement and providing the Services;
10.6 The Customer is not a competitor of 8AM, providing services similar or identical to those provided by the Customer to Customers or prospective Customers of 8AM and that they are entering into this Agreement for the sole purpose of using the Software, Support and Services to a third party for strictly business purposes;
10.7 The Vendor Content uploaded by the Vendor is the content of the of the Vendor and is being released to the Hiring Client for the purposes of the Hiring Client whom they are releasing Vendor Content to.
10.8 The Customer acknowledges and agrees that 8AM shall not be liable or responsible to the Customer for any losses, damages, expenses, costs, data loss or claims arising from Scheduled Downtime, unscheduled Downtime or internet disruptions whether same are within or outside of the control of 8AM (“Disruptions”) and agrees to hold harmless 8AM for any such Disruptions.
Appendices with this agreement:
Appendix 1: PRICING
Appendix 2: SUPPORT LEVELS
Appendix 1 – Pricing
· Hiring Client pricing is defined in the Master Software Subscription and Services Agreement between 8AM and the Hiring Client (the “MSSA”).
· Vendor subscriptions are based upon the services they receive from 8AM. Pricing and included services in Table 1 below:
Table 1 – Vendor Subscriptions:
*All invoices and payments are final, and 8AM shall not refund any fees paid hereunder.
*Prices may be subject to change with 90 days written notice.
Appendix 2 – Services
1. 8AM provides end-to-end vendor management software, from pre-qualification to project completion. Our process simplifies the exchange of data between hiring clients, vendors and their workers.
2. 8AM provides support to the Customer with respect to general usage of the Product such as, accessing and navigating the Product, general account setup and usage. The 8AM support team can be reached by email, live online chat, phone:
· Livechat via the application
· 8AM hours of service are from 8:00am to 4:30pm Mountain Standard Time, Monday to Friday excepting any Provincial or Federal Canadian public holidays.
· The Product will make available tool tips and other in-system help information where applicable.
3. Enquiries regarding invoices, receipts, and payments can be directed to: firstname.lastname@example.org.
4. Enquiries regarding privacy and data retention can be directed to: email@example.com.