Terms

The following Terms of Service (“Terms” or “Agreement”) constitute a legal agreement between you or the entity or company that you represent (“Customer” or “You”) and Elevator Mondays, which governs Customer’s use of the Services. The Services can be accessed (a) as a free-to-the-user service having the specifications outlined in the respective Plan (the “Free Version”) and (b) as a paid service having the specifications outlined in the respective Plan, for which Customer pays a monthly or yearly subscription fee (the “Paid Version”). Customer’s use of the Services is subject to (a) the terms and conditions set forth below and (b) Elevator Mondays’s privacy policy, found at elevatormondays.com/privacy and incorporated herein by reference, so please take the time to fully understand how these Terms and Elevator Mondays’s privacy policy govern Customer’s relationship with Elevator Mondays and Customer’s use of the Services. The Services are available only to individuals who are at least 18 years old. If Customer is an individual, Customer represents and warrants that Customer is at least 18 years old. Each business or individual may have only 1 Free Version account.

CUSTOMER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR USING THE SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. Services

1.1 Services.

Subject to all terms and conditions of this Agreement, Elevator Mondays will use commercially reasonable efforts to provide the Services. Elevator Mondays may provide the Services to Customer directly, or indirectly using contractors or other third party vendors or service providers.

1.2 Bandwidth.

Use of the Services by Customer shall not unreasonably interfere with use of the Services by other Elevator Mondays customers. All Plans have an associated monthly bandwidth limit as specified on the pricing page of the Elevator Mondays website. Monthly limits are calculated based on calendar months and are based on the date of account activation. Once an account reaches its monthly bandwidth limit You will be notified and given the option of (a) upgrading to a plan with a higher bandwidth limit, or (b) paying for extra bandwidth at the then current overage rate for your account (unless otherwise previously mutually agreed upon).

1.3 Security Measures.

Customer may access the Services as Elevator Mondays instructs through a combination of one or more user names and passwords.

1.4 Passwords.

Customer shall take full responsibility and liability for the security of each of its user names and passwords, and shall be solely responsible for all use of the Services through such user names or passwords. Customer agrees to immediately notify Elevator Mondays of any unauthorized use of the Services or any other breach of security known to Customer.

1.5 Changes to Services.

Elevator Mondays reserves the right to modify or discontinue any Services or Plan (in whole or in part) at any time.

1.6 Changes to Terms.

We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Elevator Mondays website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

1.7 Limitations.

Elevator Mondays will not be responsible or liable for any failure in the Services resulting from or attributable to (a) Customer’s Systems, (b) network, telecommunications or other service or equipment failures outside of Elevator Mondays’s facilities, (c) Customer’s or third party’s products, services, negligence, acts or omissions, (d) any force majeure or cause beyond Elevator Mondays’s reasonable control, (e) scheduled maintenance or (f) unauthorized access, breach of firewalls or other hacking by third parties.

1.8 Systems.

Customer shall obtain and operate all Systems needed to connect to, access or otherwise use the Services, and provide all corresponding backup, recovery and maintenance services. Customer shall ensure that all Systems are compatible with the Services. Customer shall maintain the integrity and security of its Systems (physical, electronic and otherwise).

2. Support and Maintenance

2.1 Support.

Elevator Mondays will use commercially reasonable efforts to provide Customer with support and maintenance services for the Services in accordance with its standard practices (as amended from time to time). Customer agrees that Elevator Mondays will have the right to charge in accordance with its then current policies for any support services resulting from problems, errors or inquiries relating to Systems or any other network, equipment, service or software not owned, controlled or procured by Elevator Mondays.

2.2 Updates.

Elevator Mondays shall have no obligation to provide Updates, except that Elevator Mondays will provide Customer with any Update that it makes generally available without charge to its similar customers.

3. Proprietary Rights

3.1 Services.

Except for Customer Content, Elevator Mondays (and its licensors) own all right, title and interest in and to the Services and all modifications, enhancements and Updates to the Services (including all intellectual property and proprietary rights embodied therein). Elevator Mondays reserves all rights not expressly granted hereunder. Customer shall not take any action inconsistent with such rights. Customer shall not alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice.

3.2 Customer Content.

Customer owns all right, title and interest in and to the Customer Content. You hereby grant Elevator Mondays a royalty-free, fully paid-up, irrevocable, worldwide license to exploit the Customer Content as necessary to provide the Services to you. You are responsible for all Customer Content, and you represent and warrant you have all rights necessary to grant the rights in Customer Content set forth in this Agreement.

3.3 Customer Data.

As between the parties, Customer shall own all Customer Data. Elevator Mondays shall not disclose to third parties or use any Customer Data except as reasonably necessary to provide the Services or to comply with any legal, regulatory or similar requirement or investigation. Notwithstanding the foregoing, during and after the term of this Agreement, Elevator Mondays may use Customer Data, as combined with other Elevator Mondays customers’ data, to improve and/or market the Services. Customer hereby grants Elevator Mondays a nonexclusive and royalty-free right and license to use the Customer Data solely for the purposes described above. Customer agrees to create archival copies or backup copies of all Customer Data.

3.4 Indemnity.

Customer agrees to indemnify and hold Elevator Mondays harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) (a) arising out of any use or disclosure of Customer Data or Customer Content in connection with the provision of Services, (b) to comply with any legal, regulatory or similar requirement or investigation, and (c) arising out of, relating to, or resulting from any third-party claim against Elevator Mondays from Customer’s failure to comply with any of its obligations under applicable Data Protection Laws, as defined in the Data Processing Addendum, if applicable.

4. Confidentiality

4.1 Confidentiality.

Except for the specific rights granted by this Agreement, the receiving party shall not use or disclose any of the other’s Confidential Information without its written consent, and shall use reasonable care to protect the other’s Confidential Information, including ensuring that its employees and contractors with access (a) have a need to know for the purposes of this Agreement and (b) are bound by obligations of confidentiality at least as protective as those provided herein. Each party shall be responsible for any breach of confidentiality by its employees and contractors. Each party may disclose only the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, either party may provide a copy of this Agreement or otherwise disclose its terms in connection with any financing transaction or due diligence inquiry, provided that the party to whom such information is disclosed is bound by confidentiality obligations substantially similar to those herein and the party disclosing such information is responsible for any breaches of confidentiality by the party to whom such information is disclosed.

4.2 Compelled Disclosure.

Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided, that prior to any such disclosure, the receiving party shall use reasonable efforts to (a) promptly notify the disclosing party in writing of such requirement to disclose and (b) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.

4.3 Effect of Termination.

Promptly after any termination of this Agreement (or at the disclosing party’s request at any other time), the receiving party shall return all of the other’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom. Notwithstanding the foregoing, Elevator Mondays may retain and use Customer Data, as combined with other Elevator Mondays customers’ data, solely to improve and/or market the Services, even after termination of the provision of Services to You.

5. Limited Warranty and Disclaimers

5.1 Paid Version Limited Warranty.

Elevator Mondays warrants that it will provide the Paid Version in a manner consistent with general industry standards reasonably applicable to the provision thereof. Notwithstanding the foregoing, the Paid Version may be temporarily unavailable, for example, when deemed reasonably necessary or prudent by Elevator Mondays to repair, maintain or upgrade the Paid Version or for causes beyond Elevator Mondays’s reasonable control. Elevator Mondays will notify Customer at least 48 hours in advance of any known planned Paid Version-related outages.

5.2 Disclaimers.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ELEVATOR MONDAYS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, ELEVATOR MONDAYS HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.