CUSTOMER TERMS OF SERVICE

Updated 06 November 2017

These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online workplace communication tools and platform (the “Yapster Services”) and govern your access and use of the same.

These “Customer Terms” Form a Part of a Binding “Contract”

These Customer Terms and the Order Form (typically found at the end of a Yapster proposal) together form a binding “Contract” between Customer and us. “We,” “our” and “us” refer to Employee Republic Limited (trading as Yapster) a company limited by shares, incorporated in England and Wales under company registration number 09458604 whose registered office is at 150A Station Rd, Woburn Sands MK17.

Your Agreement On Behalf of “Customer”

By signing the Order Form you acknowledge your understanding of the Contract and agree to the Contract on behalf of Customer.

Customer Choices and Instructions

“Customer” is the organisation that you represent in agreeing to the Contract. Individuals authorised by Customer to access the Yapster Services (an “Authorised User”) may submit content or information to the Yapster Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Yapster Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign teams, share channels, or consolidate teams or channels with other teams or channels.

Customer will (a) inform Authorised Users of all Customer policies and practices that are relevant to their use of the Yapster Services and of any settings that may impact the processing of Customer Data; and (b) obtain all rights, permissions or consents from Authorised Users and other Customer personnel that are necessary to grant the rights and licenses in the Contract and for the lawful use and transmission of Customer Data and the operation of the Yapster Services.

Subscriptions

A subscription allows an Authorised User to access the Yapster Services and is procured via an Order Form (above). Each Authorised User must agree to a set of in-app terms and conditions of usage (the “Yapster User Terms”) to activate their subscription. Customer is welcome to review and amend the Yapster User Terms upon request. Subscriptions commence when we make them available to Customer and continue for the term specified in the Order Form, as applicable.

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy the Yapster Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Feedback is Welcome

The more suggestions our customers make, the better the Yapster Services become. If Customer sends us any feedback or suggestions regarding the Yapster Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorised User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.

Non-Yapster Products

The Yapster Services include a platform that third parties may use to develop applications and software that complement Customer’s use of the Yapster Services (each, a “Non-Yapster Product”). These are not our services, so we do not warrant or support Non-Yapster Products, and, ultimately, customer (and not us) will decide whether or not to enable them. Any use of a Non-Yapster Product is solely between customer and the applicable third party provider.

If a Non-Yapster Product is enabled for Customer’s team, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-Yapster Product.

Privacy Policy

Please review www.yapster.info/privacy for more information on how we collect and use data relating to the use and performance of our websites and products.

Customer and Authorised Users

Use of the Yapster Services

Customer must comply with the Contract and ensure that its Authorised Users comply with the Contract and the Yapster User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way Customer or its Authorised Users choose to use the Yapster Services to store or process any Customer Data. Customer is solely responsible for providing high speed internet service for itself and its Authorised Users to access and use the Yapster Services.

Our Removal Rights

If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data or Customer’s disabling of a Non-Yapster Product, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Yapster Services, Authorised Users, or any third parties.

Payment Obligations

Payment Terms

For Customers that purchase the Yapster Services, fees are specified in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable, except as expressly stated in the Order Form. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.

In event of Non-Payment

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, suspend the Yapster Services until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Yapster Services” section below, Customer acknowledges and agrees that a suspension will result in a loss of features and functionality and potential loss of access to Customer Data.

Our Responsibilities

Providing the Yapster Services

Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Yapster Services available to Customer and its Authorised Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Yapster Services by Authorised Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Be assured that subject to the “ Non-Yapster Products” and “Downgrade for Non-Payment” sections, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Yapster Services Available

We will use commercially reasonable efforts to make the Yapster Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Yapster Services), if we think it may exceed fifteen (15) continuous minutes.

Protecting Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security Practices policy. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorised access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control or when Customer chooses to use unencrypted gateways (e.g., IRC/XMPP clients) to connect to the Yapster Services. We are not responsible for what Customer’s Authorised Users or Non-Yapster Products do with Customer Data. That is Customer’s responsibility.

Data protection

We agree that for the purposes of the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other relevant data protection legislation, as the same may be amended, modified, updated or replaced from time to time (together the “Data Protection Legislation”), Customer shall be the data controller and we shall be the data processor in respect of the processing of Personal Data (as defined in the Data Protection Legislation).

We warrant that, to the extent we process any Personal Data on Customer’s behalf:

-        we shall act only on instructions from the Customer;

-        we have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

-        we will inform Customer if normal processing or the archiving/backup process involves Customer Personal Data being stored or processed outside the EEA and ensure that any export is in accordance with the Eight Data Protection Principles in the Data Protection Act 1998; and

-        we will comply as a processor of the Personal Data with the obligations required to be imposed by Customer as the controller of the Personal Data under Paragraph 3 of Article 28 of the General Data Protection Regulations 2016/679 (“the GDPR”) once effective. In this regard:

1)        the following processing may be performed by us in relation to this agreement:

a. subject-matter of processing: providing the Yapster Services in accordance with this agreement.

b.duration of processing: the term of this agreement.

c. type of personal data: personal data as provided by Customer or end users in relation to this agreement or otherwise collected by us in relation to this agreement.

d.categories of data subjects: end users and administrators of the Yapster Services.

2)      we shall:

a.     process the personal data only on documented instructions from Customer which includes the processing of the personal data as necessary to deliver the Yapster Services, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which the processor is subject; in such a case, we shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

b.     ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

c.     take all measures required pursuant to Article 32 of the GDPR;

d.     respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another processor;

e.     taking into account the nature of the processing, assist Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Customer's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;

f.      assist Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to us;

g.     at the choice of Customer, delete or return all the personal data to Customer after the end of the provision of services relating to processing, and delete existing copies unless Union or Member State law requires storage of the personal data; and

h.     make available to Customer all information necessary to demonstrate compliance with the obligations laid down in this provision and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer; provided that we shall immediately inform Customer if, in our opinion, an instruction infringes the GDPR or other Union or Member State data protection provisions.

The Yapster Extended Family

We may leverage our employees, those of our corporate affiliates and third party contractors (the “Yapster Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Yapster Extended Family’s compliance with our obligations under the Contract.

Ownership and Proprietary Rights

What’s Yours is Yours...

As between us on the one hand, and Customer and any Authorised Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorised Users) grants us and the Yapster Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-Yapster Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and improve the Yapster Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorised Users as may be necessary to grant this license.

And What’s Ours is Ours

We own and will continue to own the Yapster Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Yapster Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorised Users to use the object code version of these components, but solely as necessary to use the Yapster Services and in accordance with the Contract and the Yapster User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Contract Term

The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

Auto-Renewal

Unless an Order Form says something different, (a) all subscriptions automatically renew for additional periods equal to the preceding term and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Unless an Order Form says something different, either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorised Users, including for any breaches of this Contract caused by its Authorised Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Yapster Services are being used by Customer or its Authorised Users in violation of applicable law.

Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion

We are custodians of Customer Data. During the term of a team’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Yapster Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Yapster Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a team’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.

Representations; Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with the terms of this Contract and the Yapster User Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

IN NO EVENT WILL EITHER CUSTOMER’S OR THE YAPSTER EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE YAPSTER EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorised Users. We will not be responsible for any damages, losses or liability to Customer, Authorised Users, or anyone else, if such information is not kept confidential by Customer or its Authorised Users, or if such information is correctly provided by an unauthorised third party logging into and accessing the Yapster Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Yapster Services.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract ; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback is Welcome,” “Non-Yapster Products,” “Our Removal Rights,” “Payment Terms,” “The Yapster Extended Family,” “What’s Yours is Yours …,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

General Provisions

Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to feedback@Yapster.info stating that it does not wish to be used as a reference.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Email and Yapster Messages

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Yapster Services (e.g., a Yapsterbot notification). Notices to Yapster will be sent to feedback@Yapster.info, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to accounts@Yapster.info. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Yapster Services.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except with respect to the Yapster Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Yapster of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law

This Agreement shall be subject to the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorised Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form, (2) the Customer Terms and (3) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

Contacting Yapster

Please also feel free to contact us if you have any questions about Yapster’s Customer Terms of Service. You may contact us at feedback@Yapster.info.