COMPAS GLOBAL TECHNOLOGIES USA, INC.

Customer Terms of Service

1. Important Definitions2. Our Responsibilities3. Use of Services4. Fees and Payment5. Proprietary Rights and Licenses6. Term and Termination7. Disclaimers and Limitations of Liability8. Miscellaneous

Effective Date: January 1st, 2021

Welcome to www.compasplaybook.com.
These Customer Terms of Service ("Customer Terms') describe and govern your rights and responsibilities when using our online Playbook Platform,  all content, services, and / or products available on our Platform (collectively, the "Services"). Please read them carefully. We are grateful you're here.

First Things First.

These Customer Terms and any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. “us,” “our”, "Company" and “we” refers to COMPAS Global Technologies USA, Inc., a California corporation.

Your Agreement On Behalf of “Customer”.

“Customer” means  the organization that you represent in agreeing to the Contract. If your playbook is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the playbook. For example, if you signed up using a personal email address and invited a couple of colleagues or friends to work on a new startup idea but haven't formed a company yet, you are the Customer.

If you purchase subscription(s), create a playbook (i.e., a digital space where a team of Teammates may access the Services, as further described in our Learn pages), invite users to that playbook, or use or allow use of that playbook after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

Now, therefore, you as the "Customer" and us, as the "Company", hereto agree as follows:

1. Important Definitions

Data” means electronic data and information: (a) submitted by or for Customer to the Services or (b) collected and processed by or for Customer using the Services.

Teammate” means an individual employee or contractor of Customer, solely in their capacity of providing services to Customer, authorized by Customer to use the Services through means of a Teammate identification and password.

2. Our Responsibilities

2.1 Provision of Services. Subject to the terms of this Contract, Company will make the Services available to Customer for use by the number of Users authorized for each Service as follows: (i) Company will use commercially reasonable efforts to make software Services available 24 hours a day, 7 days a week, except for: (A) planned downtime and (B) any unavailability caused by circumstances beyond Company’s reasonable control; and (ii) Company will provide consulting Services online via Zoom, Hangout or another similar service at times mutually scheduled with Customer.

2.2 Protection of Data. Company will maintain administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of the Data, which will be stored in the cloud on global servers. To the extent that Data includes Customer personnel information, Customer shall secure permission for such information to be stored globally. No data will be shared with third party unless necessary for the normal use of services by the Customer.

3. Use of Services

3.1 Subscriptions. Unless otherwise agreed in writing, (a) the Services are purchased as subscriptions; (b) additional subscriptions may be purchased during a subscription term at the same pricing as the original subscription, pro-rated for the portion of that subscription term remaining at the time the subscriptions are added; and (c) any added subscriptions will terminate on the same date as the original subscription.

3.2 Teammates.  Only the authorized number of Teammates may access the Services.  Customer will ensure that each Teammate shall have a unique password, which may not be shared with or used by any other individual.  Customer is responsible for each Teammate’s use and nondisclosure of his or her password and access to the Services.

3.3 Customer Responsibilities. Customer will: (a) be responsible for Teammates’ compliance with this Contract; (b) be responsible for the accuracy, quality and legality of the Data and the means by which Customer acquired such Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Company promptly of any unauthorized access or use; and (d) use the Services only in accordance with this Contract, any documentation provided by Company with respect to the Services and all applicable laws and government regulations.

3.4 Usage Restrictions. Customer will not and will not suffer any Teammate to: (a) use any of the Services for the benefit of anyone other than Customer; (b) sell, resell, license, sublicense, distribute, rent or lease any of the Services; (c) use any of the Services to store or transmit infringing or unlawful material; (d) permit direct or indirect access to or use of any of the Services in a way that circumvents a contractual usage limit; (e) copy any of the Services or any part, feature, function or user interface thereof; (f) access any of the Services in order to build a competitive product or service; or (g) reverse-engineer any of the Services.

3.5 Third Party Vendors.  Company may make available a list of certified vendors or otherwise introduce Customer to vendors.  Customer is solely responsible for evaluating and engaging with any such vendor in Customer’s discretion.

4. Fees and Payment

4.1 Fees. Customer will pay all fees for the Services contracted as specified in COMPAS Software Packages: Starter, Growth, and Scale Packages - and must be paid in advance for each month. Unless otherwise stated, fees for monthly Teammate subscriptions will be direct debited or charged to Customer’s credit card or bank account (ACH) on the first business day of every month, and fees for professional services are due net-fifteen (30) days from the date of invoice.

Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable.

4.2 Measure of Teammates. For the definition of the fees, we measure the number Teammates listed in your account in the Compas Playbook Platform on the 1st day of every month at 00:01 hours Pacific Standard Time and it will be reflected in your billing statement for that month.

4. 3 "First Month on Us" Billing Policy. We believe customers should only pay for Teammates that are actually used in the COMPAS Playbook Platform at the time that we measure Teammates. If you add a new Teammate partway through the month, we’ll only charge for that Teammate starting on the 1st day of the following month. Here’s an example: You add a new Teammate on the 8th day into the month and there are 22 days remaining in that month, those 22 days are on us - for free! We do not pro-rate our fee.

4.4 Suspension of Services. If any amount owed by Customer under this Contract is ten (10) or more days overdue, Company may suspend the Services until such amount is paid in full.

4.5 Taxes. Fees do not include any taxes, levies, fund transfers, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Customer shall be responsible for paying all Taxes associated with purchases of the Services hereunder.

5. Proprietary Rights and Licenses

5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company reserves all right, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.2 License to Data. Customer hereby grants to Company a worldwide, limited-term license to host, copy, transmit and display the Data, as necessary to provide the Services in accordance with this Agreement. Subject to the limited license granted herein, Company acquires no right, title or interest to the Data, except that Company may worldwide in perpetuity: (a) use the Data internally for analytical purposes: (b) publish statistics and other analyses based on the Data; and (c) re-use portions of the Services customized by Customer, in each case so long as they do not reveal to the public Customer-identifiable information.

5.3 Permission to Record.  In the course of providing Services, Company may record sessions, conversations and consultations with Users for quality control and training purposes.

5.4 License to Use Feedback. Customer hereby grants to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services without royalty or any additional consideration any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of the Services.

5.5 Customer Name. 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 customersuccess@compasplaybook.com stating that it does not wish to be used as a reference.

5.6 CONFIDENTIALITY. Company agrees to maintain all Customer Confidential Information in confidence and not to disclose or use it except for the purpose provided for in this Contract.  “Confidential Information” means information disclosed by Customer, either directly or indirectly, whether in writing, verbally or otherwise, and whether prior to, on or after the effective date of this Agreement that by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential and includes, but is not limited to the Customer Data, any technical and nontechnical information related to Customer's business and current, future and proposed products and services, including for example and without limitation, information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans .The foregoing does not apply to information that Company can document: (i) is in the possession of Company at the time of disclosure free of any confidentiality obligation at the time it is obtained from Customer; (ii) is received by the Company from a third party free of any obligation of confidence, without breach of this Agreement and otherwise not in violation of Customer's rights; (iii) is independently developed by the Company independently of and without reference to any of Customer's Confidential Information; or (iv) is in the public domain through no fault of the Company. Furthermore, Company may disclose Data pursuant to the order or requirement of a court, administrative agency or other governmental body. A breach by Company of this Section 5.6 will cause irreparable and continuing damage to Customer for which money damages are insufficient, and Customer shall be entitled to injunctive relief and/or a decree for specific performance, and other relief as may be proper (including money damages if appropriate), without the need to post a bond.

6. Term and Termination

6.1 Term of Contract. This Contract commences as of the first day of the first calendar month following the confirmation of payment of Services and will continue until all subscriptions to the Services hereunder have expired or have been terminated.

6.2 Term of Purchased Subscriptions. The term of each subscription of the Services shall be for 12 months. Except as otherwise specified, subscriptions will automatically renew for additional one (1) year, unless either party gives the other notice of non-renewal (30-days) before the end of the relevant subscription term. Subscription pricing during any automatic renewal term will be the same as during the immediately prior term unless Company has given Customer written notice of a price increase at least thirty (30) days before the end of such prior term.

6.3 Termination for Cause. Either party may terminate this Contract: (a) upon thirty (30) days’ written notice if the other party breaches this Contract and such breach remains uncured at the expiration of such period (a “Termination for Breach”); or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

6.4 Effect of Termination.  Upon termination of this Contract: (a) Customer will cease all use of the Services; (b) Customer will be responsible for paying all unpaid and uncontested fees due through the termination date, provided, however, that no fees shall be due in the case of Termination for Breach by Company; and (c) Sections 5 through 8 shall survive.

6.5 Warranty. Company represents and warrants that: (i) Services, including any upgrades, corrections, or updates, will perform substantially in accordance with the applicable published specifications during the term of this Contract and any subsequent renewal terms; (ii) Services will be performed in a professional, competent, and workmanlike manner; (iii) no authorization or approval from any third party is required in connection with Company’s entering into or performance of this Contract; (iv) Company will comply with all applicable laws and regulations, including any applicable data privacy laws.

7. Disclaimers and Limitations of Liability

7.1 Disclaimers.  Company does not warrant that the Services will be uninterrupted, error free, timely, complete or accurate, nor does Company make any warranty as to the results obtained from the use of the Services.  Company will not be liable for Customer's inability to use the Services or for any inaccuracy, error, omission, delay, computer virus or other infirmity or corruption, damage, claim, liability, or loss, regardless of cause in or arising from the Services.  The Services are provided on an “as is” basis and without warranty of any kind, either express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose or no infringement.  Company is not responsible for and does not guaranty the services of any vendor, whether or not Company has recommended such vendor.

7.2 Limitation of Liability. EXCEPT FOR A BREACH OF SECTION 5.6 (CONFIDENTIALITY) IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

8. Miscellaneous

8.1 Successors and Assigns. Company may assign any of its rights under this Agreement.  Client may not assign or delegate, whether voluntarily or by operation of law, any of Client’s obligations under this Agreement, except with Company’s prior written consent; provided, however, that Client may assign this Agreement to an affiliated company or to a successor-in-interest (by merger, consolidation, asset purchase or otherwise) to substantially all of its assets or business. Subject to the restrictions on transfer herein set forth, the rights and obligations of the parties hereunder will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

8.2 Governing Law; Severability. This Agreement and the performance hereunder shall be governed by and construed in accordance with the laws of the State of California without regard to the choice of law rules of the State of California.  Any dispute under this Agreement shall be resolved solely in the Federal or State courts located in the Northern District of California, and the parties consent to the personal jurisdiction of the courts located therein.  If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

8.3 Entire Contract. This Contract, together with any exhibits hereto, which are incorporated herein by this reference, constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Contract, and supersedes all prior understandings and agreements, whether oral or written, between the parties hereto with respect to the specific subject matter hereof.

8.4 Amendment and Waiver. As our business evolves, we may change these Customer Terms and the other components of the Contract. If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

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 authorized representative of the party being deemed to have granted the waiver.


8.5 Notices. Any notice required to be given or delivered to either party shall be in writing and addressed to the address or email address set forth in this Contract, customersucccess@compasplaybook.com, or to such other address or email address as a party may designate in writing from time to time to the other party in accordance herewith.  All notices shall be deemed effectively given: (a) the date of delivery upon personal delivery; (b) one (1) business day after its deposit with any return-receipt express courier (fees prepaid); (c) three (3) days after deposit in the United States mail by certified or registered mail (return-receipt requested, fees prepaid); or (d) upon delivery by email if sent during business hours or the day after delivery by email if sent after business hours.

8.6 Headings.  The captions and headings of this Contract are included for ease of reference only and will be disregarded in interpreting or construing this Contract.  Unless otherwise specifically stated, all references herein to Sections will refer to the applicable Sections of this Contract.  

By Checking the Terms and Services, the parties agree to enter into this Contract as of the date of initiated the subscription payment.