These terms of service, together with our Privacy Policy which can be found here (collectively, the “Terms of Service”), govern your or the entity on whose behalf you are agreeing to these Terms of Service (“Customer”)’s access to and use of the Services (as defined below) provided by Concertium. or any of its affiliates (collectively, “Concertium”).

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 Access to and Use of the Services

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.

Availability of the Services

Concertium will make commercially reasonable efforts to:

1. Maintain a 90% dashboard uptime and 99% data warehouse uptime.
2. provide a Resolution to Critical Errors within 4 business days of receipt of an error call.

“Critical Error” means a condition resulting in the inability of Customer to obtain Customer Results. “Error” means a condition that:

• (A) meets the definition of Critical Error, but that can be circumvented or avoided on a temporary basis, or
• (B) results in the Services being or performing outside the specified functionality but is not a Critical Error. “Resolution” includes a resolution that is a work-around or emergency fix. If the Critical Error can be circumvented or avoided on a temporary basis the severity classification will drop to Error.

Third Party Cloud Infrastructure

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”).

Right to Terminate or Suspend Services

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.

Termination

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:

1. If Concertium believes that Customer has violated any provision of these Terms of Service or applicable law.
2. If Concertium is threatened with a legal claim related to the provision of the Services.
3. If Concertium’s relationship with a Third -Party Services Provider terminates or requires Concertium to change, suspend or terminate the Services.
4. If Concertium believes providing the Services could create a substantial economic or technical burden or material security risk.
5. In order to comply with applicable law or requests of governmental entities, or
6. If Concertium determines that the use of the Services by Customer or Concertium’s provision of any of the Services has become impractical or unfeasible. Customer may terminate these Terms of Service by providing written notice in form of email to your Concertium Relationship Manager (RM). Once written notice is provided, the Cancellation will take effect upon the last day of the current Term.

Effect of Termination

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 Representations and Warranties

Customer represents and warrants to Concertium that:

1. Customer 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.
2. All Account information Customer has provided Concertium for the purpose of receiving the Services is complete and accurate, and Customer shall update its Account information to maintain the accuracy thereof throughout the Term.
3. If Customer makes use of software not provided by Concertium, Customer has a written license agreement permitting Customer to use such software in connection with the Services, and Concertium shall have no responsibility for any liability or any problems caused to the Services in connection with Customer’s use of any such software, and
4. Customer is and will remain throughout the Term in compliance with all applicable information security, data protection, privacy and/or other statutes, acts, laws, regulations and directives relating to its use of the Services.

Concertium Representations and Warranties

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.

Customer’s License

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.

Restrictions

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:

1. Modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services.
2. Reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Services.
3. Create multiple Accounts to simulate or act as a single Account or otherwise access the Services in a manner intended to avoid incurring Fees or otherwise breach these Terms of Service.
4. Resell, sublicense, or otherwise allow a third party’s access to the Services.
5. Copy any ideas, features, functions or content of the Services (other than Customer Content), or use the Services to create a competitive product or service.
6. Remove, alter or obscure any proprietary notices contained on or within the Services or the Application, (7.) monitor the availability, performance or functionality of the Services, or
7. Gain or attempt to gain unauthorized access to Concertium’s systems or network. Customer shall be fully responsible for its Representatives’ adherence to these Terms of Service. As a condition to making the Services available to Customer, Customer undertakes that it will not assert, authorize, assist or encourage any third party to assert against Concertium or its licensors, affiliates or users, any infringement or other claim in connection with the Services.

Suggestions

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.

Confidentiality

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.

Indemnification

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:

1. Customer’s actual or alleged breach of any provisions of these Terms of Services, the Cloud Infrastructure Provider Terms or of any applicable law.
2. Any activities held under Customer’s Account, including by unauthorized third parties; or.
3. Customer Content or the combination of Customer Content with other applications, content or processes, including any claim involving actual or alleged infringement or misappropriation of third-party rights arising out of or in connection with Customer Content and including any actual or alleged claim that appropriate consents were not obtained from data subject to the collection or processing of their personal data. Concertium shall notify Customer of any claim subject to indemnification, provided that Concertium’s failure to do so shall not affect Customer obligations hereunder, except to the extent that Concertium’s failure to promptly notify Customer materially delays or prejudices Customer ability to defend the claim. At Concertium’s option, Customer will have the right to defend against any such claim with counsel of Customer’s choosing (subject to Concertium written consent) and to settle such claim as Customer deems appropriate, provided that Customer shall not enter into any settlement without Concertium’s prior written consent and provided that Concertium may at any time elect to take over control of the defense and settlement of the claim upon written notice to Customer.

US Government Rights

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.

No Third-Party Beneficiary

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.

These Terms of Service, together with the Privacy Policy to the extent applicable and entered into between Customer and Concertium, by Concertiumconstitute the entire agreement between Customer and Concertium. These Terms of Service shall be governed by the internal laws of the State of Florida without regard of its conflict of laws rules, and the parties hereby submit to the exclusive jurisdiction of the courts of Hillsborough County, Florida in connection with any dispute in connection with these Terms of Service, provided that Concertium shall be entitled to institute an action in any court of competent jurisdiction to obtain injunctive relief or otherwise protect or enforce its intellectual property rights or interests.

All rights are cumulative

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.