Last updated November 30, 2017.
This Subscriber Agreement enables you (“Instance Owner” or “Licensee” or “You”) to use the software licensed by Fullbridge Inc. (“Licensor” or “We”), during a limited period of time (“License Period”). It defines your rights and obligations toward users and guests in an instance (“Your Instance”), which is derived and operated using our Software as a Service (“Platform”).
- We grant you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right to launch and use our Platform.
- Your Instance will enable you to create a project, define a prompt, gather contributions from stakeholders, generate reports, and communicate with users.
- We will host Your Instance and all of its data, including user personal information, on our servers. However, you own the data, and data ownership is never transferred to Fullbridge.
- Your Instance might be integrated with separate, limited consulting services to help you design and manage your project.
- Our Platform is updated automatically, without a prior notice. We will do our best to provide you with the best experience, but we cannot guarantee 100% success.
- We take industry standard technical and organizational security measures to store, process, and transfer your data, and to protect it against unauthorized access.
- Our customer support will do their best to assist you, but can decide at any time that a reasonable support was given and no more work will be done.
- You declare that you have the legal authority to upload contents, use personal information, and send messages to users, in accordance with all applicable regulations and rules.
- You will bear sole and full responsibility for any data offense related to Your Instance, even if done so unintentionally by you or by project owners and administrators you appointed. Your responsibility cannot be shared, and you will compensate us for any cost that we will bear to protect this clause.
- You understand that the Internet is an open space and that our ability to protect sensitive information is limited. You will take full responsibility for any damages caused by the exposure of sensitive data.
- You may not, directly or indirectly, modify, create derivative works of, sell, assign, lease, timeshare, rent, distribute, market, sublicense, transfer, decompile, reverse engineer, or attempt to derive the source code of our Software and Services.
- You have no license or rights to the human-readable code of the Platform, and no right to patents, copyrights, trademarks, or any other rights that are not defined here.
- As Instance Owner, you are legally responsible for all Project Owners and Administrators on your Instance. You can appoint them, let them appoint others, or remove their privileges. Once they are appointed, you bear the full responsibility for their actions, including any emails and texts they send to others.
- As the Instance Owner, you are responsible for selecting Owners and Administrators. You are also responsible for guiding them on how to fulfill their role, making sure they comply with our terms and policies, and ensuring the confidentiality of their passwords.
- We reserve the right to suspend accounts of Owners and Administrators who violate our terms and policies or use our websites in a way that might create any kind of risks for them, for you, for other users, or for us.
- You are liable for every action taken by you or by other Owners or Administrators on Your Instance or one of the projects. You hereby commit to defend yourself in any court or in any procedure that might be taken following an action on behalf of Project Owners and Administrators. You will also indemnify Fullbridge for any cost this might entail.
Copyrights & Confidentiality
- Your Instance is licensed, and not sold, to you. Fullbridge and/or its third-party licensors retain all intellectual property rights in the Platform, including updates, modifications, customizations, and enhancements thereof. You understand that the structure, sequence, code, method, and organization of our Platform are the valuable trade secrets of Fullbridge, and constitute our confidential information.
- We will never share your contents, but we will generate aggregative data on the number of users, projects, actions, and impact that is based on the contents. We might publish this data without revealing its source.
- We reserve the right to include the name and logo of your organization in our list of clients.
Support & Warranty
- Support: We are committed to the highest standards of service delivery. Please email [email protected] if you find any error, bug, or failure, and we will do our best to fix it, especially if your report concerns one of the key functions required to deliver the service. We might provide you with a fix, patch or workaround, or we might ask you to wait for our next version.
- Software Warranty: Having stated our commitment, no provision in this agreement shall imply that we provide any warranty to Your Instance. We cannot guarantee that Your Instance will always function, that there will be no bugs, that every error will be fixed, that users will do tasks, or that you will get significant results.
- “As-Is” Rule: Our Platform is provided on an “as-is” and “as available” basis, and Fullbridge does not make any warranties, express or implied, that Your Instance will meet your requirement or that it will be uninterrupted or error free. You acknowledge and agree that we can also not be responsible and cannot control any passing or transmission of information via the Internet.
- Uptime and Downtime: Uptime is time when Your Instance is available to the Instance Owner, Users, and the general public, or any other time that is not excluded from the definition of Downtime. The Instance’s availability is determined by the Platform monitoring system. Downtime is time other than Uptime, i.e. when the Instance becomes unavailable to the You and the general public other than because of:
- Failure to meet browser/platform requirements.
- Fullbridge exercising its rights to suspend the Instance under this Agreement.
- Planned maintenance notified by Fullbridge in advance.
- Performance of Services by Fullbridge under this Agreement or agreed under a separate
- Agreement, including testing and quality assurance.
- User-side connectivity issues.
- A Force Majeure Event.
- Target Service Availability: The Platform will be available 24 hours per day, seven days per week with a minimum Uptime of 99% and a maximum Downtime of 1%, or 7.3 hours per month.
- Monitoring: Automated monitoring is provided under this Agreement. Automated monitoring notifies Fullbridge of the non-availability of the Instance after a period of 5 minutes.
- Automated monitoring cannot verify that the entire Instance is working as expected. If the hosting environment is not available, a recovery plan is put into effect.
- Testing & Quality Assurance (QA): All changes to the Platform, including updates and maintenance, must be followed by rigorous testing and quality assurance. Full test runs take at least half a day, whatever the size of the amendment.
- Service Warranty: We cannot guarantee that the report generated will satisfy you or that the contributions you get will be effective or useful to you. Aside from providing you the report, we cannot guarantee your satisfaction.
- Future Features: We are eager to improve our Platform. Please share any feedback or advice you have with us at [email protected]
- By Site Owner: You agree to defend Fullbridge and its affiliates against any third-party claim arising from your use of the Platform if the claim concerns any violation of our terms and policies, whether this violation was committed or not. You will indemnify and compensate Fullbridge for any damage, loss, or expense incurred in relation to such claims, including but not limited to attorney’s fees.
- By Fullbridge: Fullbridge agrees to defend you against any third-party claim that our services infringes copyrights or patent rights of others, and will pay any cost arising out of such a claim, provided we are given notice, assistance, and sole authority to defend or settle such a claim. We share no liability if you violated our terms and policies or if the claim is not directly related to our Platform.
- Procedures: Both parties will provide prompt and early notice once the need for indemnification is starting to materialize. Parties will make all necessary effort to defend the claim. The indemnifying party will have full authority over the defense, unless the other party joins the defense at its own expense or the other party is required to admit liability or make any payment as part of a settlement.
- Proper Use: We expect You and the Users on your Instance to use our Platform properly and reasonably, for the purposes defined in our terms and policies. If we believe in good faith that Fullbridge is being exploited or users are being manipulated, we will ask you as the Instance Owner for clarifications in fifteen (15) days and, after considering your reply, might suspend or terminate one or more of our services.
- Third-Party Software: We may integrate software that was licensed from third parties, which may include open source software. Such software is subject to other terms and conditions. To the extent of any conflict between the terms, the Third-Party Terms shall prevail in connection with the related software. We do not and cannot make any warranty or indemnity with respect to this software.
- Limitation of Liability: Under no circumstances shall Fullbridge or its partners, licensors, employees, agents, owners, or any other affiliates be liable for any indirect, incidental, consequential, or exemplary damages arising from the use of our Platform, including loss of data or business. We are also not liable for any loss of data, business, revenues, or goodwill, or for any damage resulting from having unauthorized access to our services. The aggregate liability of Fullbridge and its affiliates under this agreement shall not exceed the amount you paid to us within the twelve (12) month period prior to the event resulting in our liability, assuming you haven’t violated our terms and policies.
- S. Government Agency: If you are a United States Government Agency, you agree that our Platform is a “commercial computer software”, pursuant to FAR 12.212 and/or DFARS 227.7202-3, as applicable. Your rights shall apply only to the specific agency and program for which our software is obtained. We will also not state or imply in our publications that you recommend or endorse Fullbridge in any way, although we might show your name and logo – as any other name – in our list of customers.
- Contractual Relationships: You acknowledge that your only engagement is with the Instance Operator. This agreement does not create any contractual relationships between you and any of the affiliates, partners, licensors, owners, or employees of the Instance Operator. You will have no claims and no disputes with anyone except Fullbridge.
- Severability: If any provision of our terms and policies is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of all other provisions shall not in any way be affected or impaired, and a valid legal and enforceable provision of similar intent and economic impact shall be substituted.