In the event that these Terms of Service conflict with the provisions of any Order, the provisions of these Terms of Service shall prevail unless Concertium and Customer expressly agree otherwise in writing and this is signed by both parties.
Concertium may update these Terms of Service from time to time and will notify Customer of such updates either via email or by posting notice of such changes on its website, or by any other reasonable means. Customer’s continued use of the Services after Concertium’s provision of a notice of an updated version of the Terms of Service shall constitute Customer’s consent to such updated Terms of Service.
Customer may access and use the Services and the Website solely subject to and in accordance with these Terms of Service. Customer will comply with all applicable laws, rules, and regulations in connection with Customer’s use of the Services and the Application. As used in these Terms of Service, the term “Services” means the data made available by Captain’s Chair to Customer together with any other product or service that may be provided by Concertium to Customer from time to time under these Terms of Service.
Concertium will make commercially reasonable efforts to:
“Critical Error” means a condition resulting in the inability of Customer to obtain Customer Results. “Error” means a condition that:
Customer acknowledges and agrees that, in connection with the Services, Customer’s data will be stored on the cloud infrastructure of a Third-Party Service Provider (the “Cloud Infrastructure Provider”).
If Concertium believes in its sole discretion that there may have been or may be a violation of Customer’s warranties or obligations under these Terms of Service, Concertium is authorized in its sole discretion and without any liability to monitor Customer’s compliance, to immediately suspend or terminate the provision of Services to Customer, and/or to block the transmission of Customer Content which in Concertium’s reasonable opinion could violate applicable law, violate the rights of others, or subject Concertium to liability. In addition, if Concertium believes in its sole discretion that any Customer Content may have been or is at risk of being accessed by a third party without authorization, Concertium may take such Customer Content offline until the intrusion is resolved.
Customer may terminate these Terms of Service by providing written notice to their Concertium Relationship Manager (RM). Once written notice is provided, the cancellation will take effect upon the last day of the current Term. Concertium may terminate these Terms of Service immediately and without liability upon providing notice to Customer:
Upon termination of these Terms of Service, Concertium will provide Customer with reasonable access to, and the ability to extract, Customer Content for a period of 7 days of the effective date of termination. Following such 7-day period, Concertium will delete Customer Content and Customer’s access to the Services. Applicable provisionsshall survive termination of these Terms of Service for any reason.
Customer represents and warrants to Concertium that:
Concertium represents and warrants to Customer that Concertium has the requisite power and authority to enter into these Terms of Service and to perform all of its obligations under these Terms of Service.
Captain’s Chair, or its licensors, Concertium owns and reserves all rights, title and interest in and to the Services, the Application, Captain’s Chair trademarks and service marks and all modifications to any of the forgoing, and all related worldwide intellectual property rights, whether registered or not and whether registerable or not.
In consideration for Customer’s full and punctual payment of the Fees (as defined below) and subject to Customer’s ongoing compliance with these Terms of Service, Concertium hereby grants Customer a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Services.
Customer may not use the Services in any manner or for any purpose other than for its own internal use and as expressly permitted by these Terms of Service. Customer may not, and may not attempt to, and will not allow third parties to:
Should Customer provide Concertium with any ideas, feedback or suggestions (“Suggestions”) regarding the Services, including without limitation, bug fixes or improvements, Concertium will irrevocably own all right, title and interest in and to the Suggestions and will be free to use the Suggestions without any liability or payment to Customer and without Customer’s prior written consent. Customer hereby irrevocably assigns to Concertium all right, title and interest in and to Suggestions and agrees to provide Concertium with such reasonable assistance required in order to document, perfect and maintain Concertium’s rights in and to the Suggestions, at Concertium’s cost.
Customer agrees to hold in confidence and not to use or disclose any of Concertium’s Confidential Information except solely for the purpose of Customer’s authorized use of the Services in accordance with these Terms of Service. “Confidential Information” means the pricing terms contained in these Terms of Service and any and all non-public data or information, including all third-party data or information, disclosed by or on behalf of Concertium to Customer in connection with the Services.
Customer will defend, indemnify, and hold harmless Concertium and its licensors, Concertium and each of their respective officers, directors, employees, advisors and representatives, from and against any claims, damages, losses, liabilities, costs, fines and expenses (including attorneys’ fees) arising out of or relating to:
If Customer is using the Services on behalf of the US Government, the Services, any related software and related documentation are provided to the US Government as “commercial items”, “commercial computer software”, “commercial computer software documentation” and “technical data” with the same rights and restrictions generally applicable to the Services, and if these terms fail to meet the US Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue Customer’s use of the Services. The terms “commercial items”, “commercial computer software”, “commercial computer software documentation” and “technical data” are defined in the Defense Acquisition regulation and the Defense Federal Acquisition Regulation Supplement.
These Terms of Service do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms of Service.
Concertium may freely assign any of its rights and obligations under these Terms of Service. Customer may not assign these Terms of Service without the prior written consent of Concertium. No delay or failure to take any action with respect to any breach of these Terms of Service shall constitute a waiver of such breach or any subsequent or other breach. All waivers must be in writing to be effective. If any provision of these Terms of Service is declared invalid or unenforceable, the remaining provisions of these Terms of Service shall not be affected thereby, and shall remain in full force.