These terms and conditions (the “Propel Terms”) are supplemental to the terms and conditions found here: Ventures Terms and Conditions (the “Standard Terms and Conditions”) which together, are the Agreement between Uncommon Purpose Ventures Inc. ("Ventures”) and the client ("Client”). The Agreement governs Ventures’ provision of and the Client’s use of the Propel Platform and services associated with it.
1.1 The following terms shall have the following meanings. All capitalized terms not otherwise set out in this section shall have the meaning as set out in the Agreement.
(a) “Propel Platform” means Ventures’ software applications currently described as the “Propel Platform”, including any integrations on it, updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents, as they may be added or removed by Ventures in its sole discretion from time to time.
2.1 Client shall only use the Propel Platform for Client’s own internal purposes and business operations. Client may not use the Propel Platform as a service for any third party. Client shall not modify, copy, create derivative works from, reverse engineer, decompile or disassemble the Propel Platform. Client shall not access or use the source code of the Propel Platform.
2.2 Client is responsible for Client’s use of the Propel Platform and Client shall:
(a) use best efforts to prevent unauthorized access to, or use of, the Propel Platform and notify Ventures promptly of any such unauthorized access or use;
(b) comply with all applicable law in Client’s use of the Propel Platform and Client’s own Processing of Personal Data, including by providing notice and obtaining all consents and rights necessary under applicable law for Ventures to Process the Personal Data;
(c) not upload to, store within, or provide to the Propel Platform any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;
(d) not use the Propel Platform to store or transmit any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines or code that may damage or detrimentally interfere with the Propel Platform or any data or Personal Information maintained on or in connection with the Propel Platform;
(e) not provide any Sensitive Data to Ventures without Ventures’ written consent. Otherwise, Ventures will not be liable for any damages, expenses, loss, or indemnification obligations resulting from any Security Incident involving the Sensitive Data; and
(f) prior to requesting support services from Ventures pursuant to the below, take reasonable steps to ensure the issue that is the subject of the support request is not caused by the Client, Client systems, third parties retained by the Client, or Client data.
3.1 Ventures will provide support services to the Client related to the Propel Platform as indicated in the applicable Statement of Work.
4.1 Client acknowledges and understands that Ventures does not warrant that the Propel Platform will be uninterrupted or error-free and that the Propel Platform may occasionally experience disruption due to internet disruptions or disruptions that are not within Ventures’ control. In addition, Client acknowledges and agrees that Ventures may initiate reasonable disruptions for periodic maintenance of the Propel Platform. Any such disruption shall not be considered a breach of Ventures’ obligations under the Agreement.
5.1 Client acknowledges and agrees that if, but only to the extent that Client authorizes the use of the Propel Platform in connection with third party applications (“Third Party Applications”) developed by third parties (“Third Party Developers”), Client consents to Ventures releasing to such Third Party Applications any information provided by the Client to Ventures reasonably required for the proper use of such Third Party Applications, and such Third Party Developer’s use of such information shall be governed by Client’s agreement with such Third Party Developers.
6.1 All Intellectual Property Rights in the Propel Platform are and shall remain the sole and exclusive property of Ventures and except for the limited license to use such Intellectual Property as part of the Client’s use of the Propel Platform in accordance with the Agreement (the “License“), Ventures grants no right, title, or interest in such Intellectual Property. Ventures shall own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to the Propel Platform or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from Client’s requests or comments. To the extent, if any, that ownership in such refinements and improvements do not automatically vest in Ventures by virtue of the Agreement or otherwise, Client hereby transfers and assigns to Ventures all rights, title, and interest which Client may have to such refinements and improvements and will provide Ventures with anything necessary for Ventures to secure its rights in such Intellectual Property.
7.1 Upon the termination or expiration of the Agreement, Ventures may immediately terminate the License.
7.2 The Client shall have the License only for so long as Ventures is providing associated services as described in a Statement of Work mutually executed by the parties.
8.1 Disclaimer of Warranties. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN: (a) THE PROPEL PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND; AND (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENTURES AND ITS AFFILIATES EACH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PROPEL PLATFORM, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE PROPEL PLATFORM, WHETHER MADE BY EMPLOYEES OF VENTURES OR OTHERWISE, WHICH IS NOT CONTAINED IN THE AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY VENTURES FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF TOD WHATSOEVER. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN, VENTURES SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE.
8.2 IN ADDITION TO THE LIMITATIONS OF LIABILITY AT SECTION 9 OF THE STANDARD TERMS AND CONDITIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR GOODWILL, WORK STOPPAGE, LOSS OF INFORMATION OR DATA, OR LOSS OF REVENUE OR PROFIT, RESULTING FROM THE PROVISION OF OR
RELIANCE UPON THE PROPEL PLATFORM, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE PROPEL PLATFORM, REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE.
9.1 Ventures reserves the right to modify the Propel Terms at any time, which modified terms will supersede prior versions. Unless otherwise provided, any modifications to the Propel Terms will be effective fourteen (14) days after Client has been notified of such modified terms or they have been published on Ventures Terms and Conditions, whichever occurs first. Should Client elect not to agree to such changes, Client’s sole remedy shall be to terminate the Agreement in accordance with its terms. Client’s continued use of the Propel Platform will be deemed acceptance thereof.
10.1 Survival. Sections 1, 2, 5, 6, 7, and 8 of the Propel Terms shall survive any expiration or termination of the Propel Terms for any reason.
