APPrise Mobile™ Terms and Conditions

Last Updated: August 11, 2016

Welcome to theEMPLOYEEapp by APPrise Mobile! We are pleased that you have chosen our platform to create your own internal employee communications mobile application (“App”) for iPhones, iPads and Android Mobile devices, as well as other web enabled devices. In order to take advantage of theEMPLOYEEapp, you will need to read and agree to the terms and conditions set forth in this agreement (the “Agreement”) regarding your use of theEMPLOYEEapp. As part of theEMPLOYEEapp, you will receive a very easy to use and intuitive cloud-based content management system (“CMS”) through which to post files, links and other content that will become immediately available to employees or other individuals that you designate in a database or by manually entering them into the CMS. Details regarding your obligations, rights and limitations with regard to the Services are contained in this Agreement. This Agreement is between you as the customer (“Company”) and theIRapp, Inc., doing business as APPrise Mobile.

 

      1. Scope:  The Company hereby enters into this subscription agreement with APPrise Mobile for theEMPLOYEEapp. Pursuant to this agreement, APPrise Mobile shall provide the Company with its own customized communications app platform and Content Management System (“CMS”) interface upon which to upload the Company’s active directory of employees as well as content that can be accessed by its employees via a native app on Apple’s App Store and Google Play (the “Services”).
        1. Apple Enterprise Developer Account:
          1. Company acknowledges that in order to use theEMPLOYEEapp on Apple mobile devices, Apple requires that Company maintain an Apple Enterprise Developer Account.  Company shall pay Apple all subscription charges associated with creating and maintaining such an enterprise account. In the event Company fails to pay Apple or Company’s enterprise account does not exist, Company acknowledges that its app may cease to operate on the Apple App Store until payment is made.  Company also acknowledges that the existence of Company’s enterprise account shall not affect Company’s obligation to pay APPrise Mobile under this agreement.
          2. In order for theEMPLOYEEapp to function on Company’s Apple Enterprise Developer Account, Company shall provide APPrise Mobile with (i) an Apple Push Certificate, (ii) Distribution Signing Certificate and (iii) a Provisioning Profile (collectively, the “Files”).  Company grants APPrise Mobile the right to sign Company’s employee app to Company’s Apple Enterprise Developer Account.  Company acknowledges that if any changes are made to the Files or the Files expire, its app may cease to operate.  Company releases APPrise Mobile from any responsibility in the event this occurs.
      2. Termination:
        1. The Company acknowledges that APPrise Mobile may terminate or suspend service at any time if it reasonably determines that the use of the app by the Company is in violation of any Federal or State law or if the Company uses its app for purposes other than the posting of Company related information approved for publication by the Company. In the event of inappropriate unintended use of APPrise Mobile platform, APPrise Mobile will give the Company no less than 5 business days notice of its intention to terminate or suspend Services during which time the Company may cure such violations.  If the Company does not cure such violations and Services are terminated, the Company acknowledges that it shall not be entitled to any refund of amounts paid.
        2. In addition to the foregoing, in the event of any material breach of this Agreement by either party, or in the event that bankruptcy or similar proceedings are instituted against a party, the other party may terminate this Agreement by giving thirty (30) days prior written notice thereof; provided, however, that this Agreement shall not terminate at the end of said thirty (30) days notice period if the party in breach has cured the breach of which it has been notified prior to the expiration of said thirty (30) days; further provided that in the event of a material breach that cannot be cured, either party may give written notice to the other party that the Agreement has been terminated effective immediately.
        3. Upon the expiration or termination of this Agreement, Company shall pay to APPrise Mobile any unpaid and undisputed fees due for Services rendered by APPrise Mobile as of the date of expiration or termination. Upon termination or expiration of this Agreement, APPrise Mobile will promptly deliver to Company, and cause any of its employees to deliver to Company, originals and copies of all materials, property, documents, data and other information developed or created in connection with the performance of the Services, belonging to Company or pertaining to any Confidential Information (as defined below).
      3. Posting of Content to the App: The Company acknowledges that it is responsible for the posting of all content to its app through its CMS and that APPrise Mobile is not responsible for the nature or accuracy of such content provided by Company.  The Company acknowledges that it has designated an authorized person to post content to the Company’s app.  The Company hereby releases APPrise Mobile from any liability with respect to the content posted by the Company to its app.
      4. Employee Database Management: APPrise Mobile shall provide the Company with the appropriate technology interface to allow for a secure transfer of the Company’s employee directory (the “Database”) to ensure that only employees in the Database can access Company’s app. The Company acknowledges that it is solely responsible for maintaining the Database as well as the accuracy of the Database.  APPrise Mobile shall have no responsibility for maintaining the accuracy of the Database and the Company releases APPrise Mobile from any and all liability with respect to the accuracy of the Database.
      5. Application Programming Interface (API): If Company desires to take advantage of the APPrise Mobile API, Company acknowledges that it does so at its own risk.  Company releases APPrise Mobile from any liability with respect to the use of the APPrise Mobile API by Company. This shall include any and all employees, past employees, third-party representatives of Company and anyone else provided with access to the API by Company.  Company also acknowledges that the APPrise Mobile API is a private API and that for so long as it remains private, Company shall treat the API as confidential as defined in paragraph 9 below.  In addition, Company agrees that as per the terms of paragraph 9 below, APPrise Mobile may be entitled to injunctive relief in the event Company breaches such confidentiality.
      6. Active Directory Federation Services (ADFS): If Company desires to integrate ADFS into the APPrise Mobile platform, Company acknowledges that it does so at its own risk.  Company releases APPrise Mobile from any liability with respect to its integration of ADFS into the APPrise Mobile platform.
      7. Third-party web links and services:  As part of the Services, Company may link to third-party websites and services that are compatible with the Apple and Android operating systems.  To the extent Company wishes to include such third-party websites or services in its app, Company acknowledges that depending on the device of the end user, the website or services may not function.  Company also acknowledges that the inability of a third-party website or service to function as part of the Services shall not constitute a breach of this Agreement by APPrise Mobile.
      8. Amazon Web Services:  APPrise Mobile hosts the Services with Amazon Web Services (AWS).  Information regarding AWS can be found at:  https://aws.amazon.com/compliance/ and https://aws.amazon.com/ec2/sla/ (the “AWS Information”).  Company acknowledges that it has had a chance to review the AWS Information.  Company also acknowledges that any failure by AWS with respect to the Services shall not constitute a breach of this Agreement by APPrise Mobile, provided APPrise Mobile uses reasonable means to resolve the failure with AWS or make alternative arrangements with another comparable quality web/cloud host provider within 10 business days.
      9. Confidential Information:
        1. Definition:  For purposes of this Agreement, “Confidential Information” means all information, regardless of the format in which it is provided, of Company or its current or future parents, subsidiaries, affiliates, (collectively, “Company Affiliates”) or its or their suppliers or customers, which is provided, disclosed, or developed in connection with the parties’ obligations pursuant to this Agreement, whether or not such information is marked “Confidential.”  Confidential Information shall include, without limitation (i) Company’s names of active agents, trade secrets, methodologies, business plans, supplier, customer and provider lists, customer and provider data, cost and price data, marketing information, software, computer and telecommunications systems, memoranda, papers, letters, e-mail, notes, plans, documentation, records, and all copies thereof, relating to the existing or planned business or technology of Company or any Company Affiliate.
      10. Intellectual Property:  APPrise Mobile acknowledges that its communications app solution and content management system do not infringe upon or violate any valid United States patent, copyright, trade secret or other proprietary right.  To the extent it is determined that it does, APPrise Mobile will indemnify the Company from any and all claims, actions and damages to the extent arising out of any claim that any articles or inventions provided pursuant to this Agreement infringe upon or violate any valid United States patent, copyright, trade secret or other proprietary right.
      11. Limitation of Liability: The Company and APPrise Mobile agree that in no event shall either of their liability to the other for direct or consequential damages exceed the amount of the current annual subscription (according to Section 2 above) then in effect when an alleged breach of this Agreement occurs.
      12. General Provisions:
        1. In the event any provision hereof shall be deemed illegal or unenforceable in the future, the illegality or unenforceability of such provision shall not affect the validity of the remaining portions and provisions of this Agreement. APPrise Mobile agrees to comply and shall cause its employees, agents and contractors to comply with all applicable state, federal, privacy and/or confidentiality laws and regulations.
        2. The Company agrees that APPrise Mobile may, if it chooses, use the Company’s name, screen capture graphics of the Company’s app and app icon in its marketing and promotional materials.
        3. This Agreement sets forth the entire agreement of the parties relating to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, if any, whether written or oral. This Agreement has been mutually negotiated by and shall be deemed mutually drafted by the parties. No provisions of this Agreement may be waived or changed except by a writing signed by the parties to be charged.  This Agreement shall be governed and construed in accordance with the laws of the State of New York.