Managed Terms of Service
Last Revised: Nov 24, 2022
Please review these Managed Terms of Service (the “Managed Terms”) thoroughly. The Managed Terms apply to your use of a customized managed plan and configuration of the Platform. If you have questions on these Managed Terms, please contact us before you use our Services. The Managed Terms are governed by the master terms of service (the “Master Terms of Service”) available at https://www.checkfront.com/terms/master.
If you are an Authorized User (as defined in the Master Terms of Service) of the Customer, the terms that apply to you are available at https://www.checkfront.com/terms/authorized-users.
- Definitions and how to interpret the Managed Terms
- Capitalized terms used in these Managed Terms that we have not defined here have the meanings given to them in the Master Terms of Service.
- Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine.
- The headings are intended solely for convenience of reference and will be given no effect in the interpretation or construction of this Agreement.
- Wherever the words “include”, “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes”, or “including” shall not be considered to set forth an exhaustive list.
- Subject to the Parties entering into an applicable Order, you may permit additional Affiliates, or employees and independent contractors of your Affiliates to become Authorized Users to access and use the Platform and Software Service. Except as otherwise provided in this section, you are responsible for and will be liable to us for the acts and omissions of any of your Authorized Users and your Affiliates and their Authorized Users, as applicable, to the extent that any of those acts or omissions, if performed by you, would be a breach of or result in liability under the Agreement.
- If your Affiliate wants to access and use your Services and be billed directly by us for its access and use of the Services, that Affiliate may, subject to our approval, enter into an Order directly with us. That Order, as well as the Affiliate’s access to and use of Services, will form part of the Agreement and be subject to the terms and conditions of the Agreement. The Affiliate and you will be jointly and severally liable to us for the Affiliate’s compliance with the Agreement and the Order.
- Use of the Platform and our Services
- Security Standards.
- During the Term, we will implement and maintain security practices as described at https://www.checkfront.com/security.
- Reports. Upon request but no more than once annually, we will provide you with (1) a copy of our most recent security audit report (which may include summaries of test results or equivalent measures taken to assess the effectiveness of our control environment), or (2) a summary of our most recent penetration testing results.
- Disaster Recovery and Business Continuity. We have and will maintain a disaster recovery and business continuity plan regarding the Software Service.
- Security Breach Notification. We will notify you without undue delay (but in any event within 72 hours of becoming aware) of any unauthorized access to the Software Service that impacts you (a “Security Breach”), will promptly take all necessary steps to mitigate the Security Breach, and will provide you with reasonable cooperation in investigating the Security Breach, including, on request and to the extent reasonable and allowed by Privacy Laws, providing you with copies of relevant records, logs, or other materials.
- Service Level Agreement. If we agree to it in an Order with you, we may enter into a Service Level Agreement (“SLA”) regarding maintenance of the Platform and API to meet certain operational requirements. Such agreements will be subject to the terms of the SLA. If an SLA is agreed to between the Parties, failure to attain service levels as stated in the Service Level Agreement will not be considered a breach of this Agreement and the award of service level credits under the terms of the SLA is your sole remedy for any resulting downtime or other consequence of the operational requirements stated in the SLA not being met.
- Payment Terms
- Invoicing. Payment terms shall be indicated in the applicable Order. Except as otherwise specified in an Order or as stated in this Agreement, (i) Fees are based on the Services purchased by you and not actual usage, (ii) Services are non-cancelable and any Fees paid by you are non-refundable except as specifically set forth in the Agreement, and (iii) quantities purchased under an Order cannot be decreased during a relevant Order Term without our prior written consent but may be decreased in a subsequent renewal at the expiration of the then current Order Term. Invoices for Services are due within 30 days of the invoice date.
- Fee Increases. We may increase the Fees for the Services, such Fees to take effect upon renewal of your Order under section 7 of these Managed Terms . We will provide you with notice of any Fee increases not less than ninety (90) days prior to such renewal.
- “Confidential Information” means the terms of this Agreement and all information or material which (i) gives the disclosing Party or a third-party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Party who owns the Confidential Information; or (ii) which is either: (A) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) known by the Parties to be considered confidential and proprietary, whether or not marked as such, or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary, whether or not marked as such. Notwithstanding the foregoing, Confidential Information will not include information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving Party; (ii) was previously known to the receiving Party or lawfully received by the receiving Party from a third-party, in each case without any condition or obligation of confidentiality attached to it; or (iii) is independently developed by the receiving Party without reference to the Confidential Information of the other Party. Without limiting the foregoing, the Company’s Confidential Information includes the Fees and all documentation related to the Platform, API, and Services.
- The receiving Party shall not use any of the disclosing Party’s Confidential Information other than to exercise its rights and perform its obligations under this Agreement and shall not disclose the disclosing Party’s Confidential Information to anyone other than the receiving Party’s, Affiliates, employees, directors, professional advisors, business partners, suppliers, subprocessors, subcontractors, and independent contractors who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than those contained in this section. The receiving Party shall protect the disclosing Party’s Confidential Information from unauthorized use, access, and disclosure in the same manner as the receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
- In the event any Confidential Information is required to be disclosed by a receiving Party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency, securities exchange, listing authority or other governmental authority, or is otherwise required by Applicable Law, the receiving Party requested or required to disclose such Confidential Information will, unless prohibited by the terms of a subpoena, order, demand, or request, (i) promptly notify the disclosing Party of the terms and circumstances surrounding such demand or request, and (ii) consult with the disclosing Party on the advisability of making legal efforts to resist or narrow such demand or request. If disclosure of such Confidential Information is required pursuant to the foregoing and regardless of whether the receiving Party is prohibited from notifying the disclosing Party of a subpoena, order, or demand, the receiving Party will use its reasonable efforts to narrow the scope of disclosure and obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information.
- As between the Company and the Customer, the Customer’s Confidential Information will remain the sole and exclusive property of the Customer, and the Company’s Confidential Information will remain the sole and exclusive property of the Company.
- Each Party acknowledges that a breach of the provisions in this section will cause irreparable harm and damage and hereby agrees that the disclosing Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted under Applicable Laws.
- This section shall survive the termination of the Agreement for any cause. Promptly after termination of the Agreement, each Party will return and make no further use of the other Party’s Confidential Information.
- Representations and Warranties
- Corporate Authority. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement, and that any Order is executed by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement.
- Anti-bribery. Unless otherwise prohibited by Applicable Laws, each Party represents and warrants that it shall, and shall ensure that its Affiliates and any third-party contractors shall, comply with the Corruption of Foreign Public Officials Act (Canada) (as it may be amended), and any analogous Applicable Laws existing in any other country or region in any applicable territory, in connection with its performance under this Agreement. Neither Party will make any payment, either directly or indirectly, of money or other assets, including compensation derived from this Agreement, to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute violation of any Applicable Laws.
- No Infringement. The Company represents and warrants that, to the best of its knowledge, the Software Service, and the means used to provide it, do not infringe or misappropriate any patent, copyright, trademark, trade secret or other proprietary right of any third-party or otherwise conflict with the rights of any third-party.
- Term. The initial term of each managed Software Service shall be as specified in the applicable Order. Unless stated otherwise in the Order, each Order will automatically renew for additional one-year periods, unless you give us written notice of non-renewal at least thirty (30) days before the end of the relevant term. Notice of non-renewal can be sent to email@example.com.
- Term of Professional Services and the SLA. The term of the Services provided under an SLA is stated in the SLA for those Services.