Privacy & Terms

PROPELLER CUSTOMER TERMS OF SERVICE SUBSCRIPTION AGREEMENT

(“Customer Terms” or “Subscription Agreement”)

IMPORTANT – READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY BEFORE CONTINUING REGISTRATION WITH PROPELLER OR SUBSCRIBING TO THE PROPELLER SERVICES. BY ACCEPTING THIS SUBSCRIPTION AGREEMENT, THE INDIVIDUAL OR ENTITY ORDERING THE PROPELLER SOFTWARE AND ASSOCIATED SERVICES IS AGREEING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS SUBSCRIPTION AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS SUBSCRIPTION AGREEMENT, DO NOT SUBSCRIBE TO OR ACCESS THE PROPELLER SERVICES. USER TERMS WHICH ARE APPLICABLE TO ALL USERS OF PROPELLER AND TO EACH OF YOUR AUTHORIZED USERS THAT ACCESS AND USE THE SERVICES ARE IN A SEPARATE USER TERMS OF SERVICE WHICH MUST BE AGREED TO BY EACH USER PRIOR TO USING PROPELLER (“USER TERMS”). PARTNERS’ ONLINE PRIVACY POLICY DESCRIBES HOW WE COLLECT AND USE DATA.

A. Parties and General Terms

“Customer,” “You” and “Your” refers to the individual or entity that has ordered the PROPELLER software application and associated service from us, Partners In Leadership, LLC (“Partners”), such as by executing a work order or other ordering document or ordering interface that accompanies, references or incorporates this Customer Terms of Service and Subscription Agreement (collectively, the “Subscription Agreement”). If you purchase subscription(s), sign up or invite user(s) to join a team, or use or allow use of the Services by such users after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Customer Terms and agree to the Customer Terms on behalf of Customer.

If your team or subscription is being set up by someone who is not formally affiliated with an entity or organization, Customer is the individual creating the team or subscription. For example, if you signed up using a personal email address and invited other users that are not each associated with the same corporate entity, you are the Customer as an individual. If you signed up for a subscription on behalf of an organization such as a corporation or other entity, your organization is Customer. You warrant and represent that you have the necessary authority to enter into this Subscription Agreement on behalf of Customer.

This Subscription Agreement describes your rights and responsibilities as a customer associated with the PROPELLER platform, our website (including account administrative portals), the PROPELLER software applications, system administration, and system monitoring activities that Partners performs for its PROPELLER program, and includes any other services provided by Partners as defined in the ordering document (collectively, the “Services”). The term “PROPELLER” refers to the software products owned by Partners to which Partners grants you access as part of the Services, whether as a web-based, mobile application-based or other process or functionality. The term “Authorized Users” shall mean those individuals authorized by you or on your behalf to use the Services, as defined in the ordering document.

B. Ownership and Rights Granted

1. Customer Ownership and License Grant

Authorized Users may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may provide us with instructions on what to do with such content or information. For example, Customer may provision or deprovision access to the Services, assign its users to teams, and manage permissions and settings. Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under this Subscription Agreement is lawful.

As between Partners and Customer, Customer will own all Customer Data. Subject to the terms and conditions of the Subscription Agreement, Customer (for itself and all of its Authorized Users) hereby grants us and our affiliates and third party contractors a worldwide, non-exclusive, royalty-free, fully paid-up, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

If You choose to provide us with custom branding or images, such as a company logo or other graphics, to be displayed to your Authorized Users within PROPELLER or the associated Services (collectively and individually “Customer Customization Content”) and we agree to incorporate such Customer Customization Content into user interfaces or other content displayed to your Authorized Users within PROPELLER or in connection with the Services at your request, Customer hereby grants us and our affiliates and third party contractors a worldwide, non-exclusive, royalty-free, fully paid-up, limited term license to access, use, process, copy, distribute, perform, export and display such Customer Customization Content as reasonably necessary to integrate display of such Customer Customization Content to your Authorized Users in association with their use of the Services. Customer shall retain all right, title interest and associated goodwill in such Customer Customization Content and represents and warrants that it has secured all rights, including under trademark and copyright, necessary to grant this license.

2. Partners Ownership and License Grant

Partners retains ownership of our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-assignable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with this Subscription Agreement, the User Terms, and any end-user license agreement that accompanies a specific software component or application. All of our rights not expressly granted by a license herein or in an application-specific license agreement are hereby retained.

You are responsible for your Authorized Users’ compliance with this Subscription Agreement and the User Terms. You agree that you do not acquire under this Subscription Agreement any license to use the PROPELLER programs specified in the ordering document in excess of the scope and/or duration of the Services. Upon the end of the Subscription Agreement, your right to access or use the PROPELLER programs specified in the ordering document and the Services shall terminate.

If Customer or its Authorized Users provide us with any feedback or suggestions regarding the Services or associated applications, Customer grants us (on behalf of itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.

C. Use of the Services

Customer must comply with, and ensure that its Authorized Users comply with, this Subscription Agreement and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so.

The Services may not be accessed by more than the number of users for which subscriptions have been purchased by Customer or offered free of charge by us. An Authorized User’s password may not be shared with any other individual and a subscription may only be reassigned to a new individual replacing one who will no longer use the Services.

D. Limitation on Rights Granted

You may not:

Remove or modify any program markings or any notice of Partners’ proprietary rights;

Make the PROPELLER programs available in any manner to any third party (unless such access is expressly permitted for the specific program license or materials from the Services you have ordered);

Modify, make derivative works of, reverse compile or reverse engineer any part of the Services or the PROPELLER program(s), or access the Services in order to build or support products or services competitive to Partners; or license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timeshare, or otherwise make the Services, the PROPELLER programs or material available to any third party other than as expressly permitted under the terms of the Subscription Agreement or the prior written consent of Partners.

E. Subscription Term and User Accounts

The Services and access to PROPELLER are subject to subscriptions to be paid in advance, unless Your use falls within requirements of a free tier (such as based on Your total user count), if any, that Partners offers at a given time. Partners may change the terms of such free tiers at its discretion upon notice. Every subscription term paid for in advance is non-cancellable by You for the paid-for subscription term. The Subscription Agreement remains in effect until all subscriptions ordered under the Subscription Agreement have expired or been terminated or the Subscription Agreement itself terminates. Termination of the Subscription Agreement will terminate all subscriptions.

A subscription allows an Authorized User to access the Services, such as through our website or a PROPELLER software application. A subscription is required for each Authorized User. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for a term (such as monthly or annually) that is specified at the time a given subscription is initiated by You, such as by being displayed on a webpage in an administrative portal when a new Authorized User is added and/or when payment information is requested from You. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User.

Subscriptions for additional Authorized Users may typically be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of the subscription term remaining at the time the subscriptions are added, subject to our pricing tiers in effect at the time. Any added subscriptions will terminate on the same date as the underlying subscriptions.

F. Termination

We or Customer may terminate the Subscription Agreement and associated user accounts on notice to the other party if the other party materially breaches the Subscription Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Subscription Agreement or the User Terms caused by its Authorized Users. We may terminate the Subscription Agreement immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law. Upon termination, You and your Authorized Users will be denied access to the PROPELLER programs and the Services.

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

G. WARRANTY AND LIMITATION OF LIABILITY

Limited Warranty. PARTNERS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. THE SERVICES ARE PROVIDED AS-IS AND WITHOUT WARRANTY OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE SUBSCRIPTION AGREEMENT HAVE BEEN MADE RESPECTING THE SERVICES TO BE PROVIDED HEREUNDER, AND THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THE SUBSCRIPTION AGREEMENT.

Disclaimer of Incidental and Consequential Damages; Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Partners’ maximum liability for direct damages of any kind arising out of the Subscription Agreement shall be limited to the total amount of fees paid or payable by You to Partners under the Subscription Agreement for the twelve (12) months immediately preceding the claim.

H. Miscellaneous

1. Order of Precedence

To the extent of any conflict or inconsistency between the Order, the Subscription Agreement, or anything referenced therein, the relevant terms of the Order will first prevail, followed by the provisions in the Subscription Agreement, followed by any other agreement or pages referenced therein (e.g., the Privacy Policy and any end-user license agreement).

2. Survival

The sections titled “Ownership and Rights Granted,” “Limitation on Rights Granted,” “Warranty and Limitation of Liability,” and “Miscellaneous” will survive any termination or expiration of the Subscription Agreement.