1. Definitions
“Services” means the employee engagement software, platform, tools, features, integrations, support, updates, and any additional services provided by Elrin to Client under this Agreement.
“Client Data” means all data, materials, information, content, feedback or input (including employee feedback, surveys, metrics, etc.) provided or generated by Client in connection with use of the Services.
“Confidential Information” means information disclosed by one party to the other, whether orally, in writing, or by inspection of tangible objects, that is designated “confidential,” or that reasonably should be understood to be confidential under the circumstances.
“Users” means Client’s employees, contractors, or other persons authorized by Client to use the Services.
“Subscription Term” means the period for which Client has paid, or agreed to pay, subscription fees for access to the Services.
“Intellectual Property Rights” means patents, trademarks, service marks, trade names, copyrights, moral rights, rights in trade secrets, and all other intellectual property rights.
2. Services, Access & Restrictions
2.1 Provision of Services. Elrin shall provide the Services described in the Order Form or quote accepted by the Client. Elrin will use reasonable efforts to maintain consistent access and performance but does not guarantee that Services will be uninterrupted or error-free.
2.2 Client Responsibilities. Client shall:
Provide all necessary cooperation, information, access, data and materials required by Elrin to perform the Services.
Ensure that Client Data is accurate, lawful, and does not violate rights of third parties.
Use the Services in compliance with applicable laws, regulations, and this Agreement.
2.3 User Accounts. Client is responsible for administration of its Users (e.g. user credentials, permissions). Client shall ensure that its Users comply with this Agreement. Any breach by a User shall be considered breach by Client.
2.4 Restrictions. Client shall not:
Use the Services in any way which breaches applicable law, infringes third-party rights, or is fraudulent or harmful.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services.
Remove or alter any proprietary notices or labels on Services or related materials.
Use the Services to build a competitive product or service.
3. Subscription, Fees & Payment
3.1 Fees. Client shall pay all fees (subscription, setup, integration, professional services, etc.) as set out in the Order Form or quote. Unless otherwise agreed in writing, fees are non-refundable.
3.2 Payment Terms. Payments are due in advance (or per schedule) as specified; late payments may incur interest (e.g. at 1.5% per month) or other penalties.
3.3 Taxes. All fees are exclusive of taxes. Client shall pay all applicable sales, use, value-added, withholding or other taxes, except those taxes based on Elrin’s net income.
3.4 Suspension for Non-Payment. If Client fails to pay amounts when due, Elrin may suspend Services until payment is made, without liability.
4. Term & Termination
.1 Term. The Agreement begins on the Effective Date and continues for the Subscription Term. It automatically renews for additional periods (identical in length to the then-current term) unless either party gives written notice of non-renewal at least 30 days before the end of the current term.
4.2 Termination for Cause. Either party may terminate immediately if the other party materially breaches the Agreement and fails to cure such breach within 30 days after written notice.
4.3 Effect of Termination. Upon termination or expiration:
Client’s access to the Services will cease.
Client will pay all fees owed up to the termination date.
Elrin may delete or destroy Client Data after 90 days unless otherwise agreed.
Provisions that by their nature survive termination (e.g. confidentiality, intellectual property, indemnification, limitation of liability) shall survive.
5. Intellectual Property and Licenses
5.1 Elrin IP. Elrin retains all right, title and interest in and to the Services, software, documentation, algorithms, models, and all improvements, modifications or derivatives thereof.
5.2 Client IP. Client retains all rights in Client Data. Client grants to Elrin a non-exclusive, worldwide, royalty-free license to use, copy, transmit, store, analyze, transform, and display Client Data as reasonably necessary to provide, maintain and improve the Services and for internal business purposes, including development of aggregate, anonymized statistical or benchmarking data.
6. Data Privacy & Security
6.1 Privacy. Elrin will handle Client Data in accordance with its Privacy Policy and applicable laws (e.g. GDPR, CCPA, etc.).
6.2 Security. Elrin will maintain industry-standard administrative, physical, and technical safeguards to protect Client Data.
6.3 Data Breach Notification. In the event of a data breach affecting Client Data, Elrin shall notify Client without undue delay after discovery, provide details of the breach, and reasonably cooperate with Client to mitigate any harm.
7. Confidentiality
7.1 Each party shall keep Confidential Information of the other party in strict confidence, using no less than the same degree of care that it uses to protect its own confidential information (but in no event less than reasonable care).
7.2 Confidential Information may only be used for purposes of performing obligations under this Agreement.
7.3 Confidentiality obligations do not apply to information that:
was already known to the receiving party without obligation of confidentiality;
becomes publicly available without breach;
is received from a third party without breach;
is independently developed without use of the other party’s confidential information;
is required to be disclosed by law, regulation, or court order (with notice to the disclosing party if legally permitted).Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
8. Warranties & Disclaimers
8.1 Limited Warranty. Elrin warrants that:
It will perform the Services with reasonable care and skill in accordance with generally accepted industry standards.
For any subscription of the Services, the core functionalities will substantially conform to the documentation provided by Elrin as of the Effective Date or applicable update(s).
8.2 Exclusions. Except as expressly provided in this Agreement:
Elrin does not warrant that the Services will be error-free, uninterrupted, or that all defects will be resolved.
Elrin disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, etc.
9. Limitation of Liability
9.1 Cap on Liability. Except for liability that cannot be excluded by law, Elrin’s total aggregate liability under this Agreement shall not exceed the fees paid by Client during the 12 months preceding the event giving rise to liability.
9.2 Excluded Damages. In no event shall Elrin be liable for indirect, incidental, special, punitive, or consequential damages (including loss of profits, loss of data, loss of business, reputational harm), even if Elrin has been advised of the possibility of such damages.
9.3 Exceptions. Nothing in this section limits liability for:
Gross negligence or wilful misconduct;
Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation;
Any other liability that cannot be limited or excluded under applicable law.
10. Indemnification
10.1 By Client. Client shall indemnify, defend and hold harmless Elrin, its affiliates, officers, employees, agents and contractors from and against any and all claims, liabilities, damages, losses, costs or expenses (including reasonable attorneys’ fees) arising from:
Client’s violation of law or third-party rights;
Client Data or materials infringing third-party rights;
Client’s misuse of the Services;
Client’s breach of this Agreement.
10.2 By Elrin. Elrin shall indemnify, defend and hold harmless Client from third-party claims to the extent they are based on a claim that the Services, as delivered, infringe a U.S. patent, copyright, or trade secret, provided that Client:
gives Elrin prompt written notice of the claim;
cooperates reasonably with Elrin in the defense;
allows Elrin sole control of the defense and settlement.
If such a claim is asserted, Elrin may (at its option) procure for Client the right to continue using the Services, or modify or replace the Services so that they are non-infringing. If Elrin determines neither is reasonably possible, Elrin may terminate the Agreement and provide Client a pro rata refund of any prepaid fees for the terminated portion.Gross negligence or wilful misconduct;
Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation;
Any other liability that cannot be limited or excluded under applicable law.
11. Governing Law & Dispute Resolution
11.1 This Agreement shall be governed by and construed under the laws of the State of Texas without regard to its conflict of laws principles.
11.2 Dispute Resolution. Any dispute arising under or in connection with this Agreement shall be resolved as follows:
First, the parties shall attempt in good faith to negotiate a resolution.
If still unresolved after 30 days, the dispute shall be submitted to binding arbitration in Austin, Texas in accordance with the rules of American Arbitration Association.
Judgment on the arbitration award may be entered in any court having jurisdiction.
11.3 Jurisdiction and Venue. Subject to arbitration (if applicable), the parties consent to the exclusive jurisdiction of the state and federal courts located in Austin, Texas for any dispute not subject to arbitration.
12. Miscellaneous
12.1 Amendments. Elrin may update these Terms & Conditions from time to time. Material changes will be notified to Client in advance (e.g. via email or through the platform). Continued access or use of the Services after notification constitutes acceptance of the updated terms.
12.2 Assignment. Client may not assign or transfer its rights or obligations under this Agreement without Elrin’s prior written consent. Elrin may assign to successor entities in connection with merger or sale.
12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remainder of this Agreement shall remain in full force and effect.
12.4 Waiver. No waiver by either party of any breach or failure to enforce any provision shall constitute a waiver of any other breach.
12.5 Notices. All notices hereunder shall be in writing and delivered via email or certified mail to the addresses set forth in the Order Form (or otherwise designated in writing).
12.6 Force Majeure. Neither party shall be liable for delays or failure in performance resulting from causes beyond its reasonable control (e.g., acts of God, fire, flood, war, terrorism, strike, embargoes, government orders).
12.7 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement constitutes a partnership, joint venture, agency, or employment relationship between the parties.