IMPORTANT – PLEASE READ CAREFULLY THESE GENERAL TERMS OF SERVICE INCLUDING THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT THE FOLLOWING URL: https://www.frontitude.com/privacy-policy (“PRIVACY POLICY”, AND COLLECTIVELY, THESE “TERMS”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON OR BY ACCESSING AND/OR USING THE SERVICES (AS DEFINED   BELOW) (THE “EFFECTIVE DATE”), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU  REPRESENT, (THE “CUSTOMER”) ARE ENTERING INTO A LEGAL AGREEMENT WITH FRONTITUDE LTD.

(“FRONTITUDE”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS. DO NOT SELECT “I AGREE” OR USE THE SERVICES UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD AND AGREED TO THESE TERMS. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. Frontitude and Customer may each be also referred to herein as “Party”, and collectively as the “Parties”.

  1. Services
    1. Frontitude is the developer and proprietor of a technology for Product Copy Management (the “Services”). Subject to Customer’s compliance with its obligations under these Terms, Frontitude shall make the Services and all content and/or analyses and/or results and/or reports generated via the use of the Services (the “Output”) available to Customer, as set forth hereunder.
    2. Access and Use
      1. Frontitude shall issue and provide Customer with personal access credentials (“User IDs”) for Customer’s system administrators and personnel designated to use the Services on its behalf (“Personnel”). Customer and its Personnel may only access and use the Services through the User IDs issued to them by Frontitude. Customer is solely responsible for maintaining the confidentiality of the User IDs. Any instruction, action or activity occurring through any such User IDs shall be deemed to be provided and/or taken by Customer, and Customer shall be solely responsible for all activities that occur under such User IDs, including for any unauthorized use of such User IDs or any other breach of security, or any related damage or loss.
      2. Customer shall ensure that: (i) the access and use of the Services by Customer shall be by no more than the number of Personnel for which Customer has received User IDs; (ii) the Services login details are provided in proper format as specified by Frontitude (“Customer Login Details”); (iii) its Personnel are fully skilled and familiar with the use and operation of the Services; and (iv) the Services shall be reasonably used.
  2. Access and Use
    1. Subject to Customer’s compliance with the terms and conditions of these Terms, Frontitude hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable, limited right during the Term to access and use, and to allow its Personnel to access and use the features and the functions of the Services solely for internal business purposes in accordance with the purchased services described in the applicable pricing plan chosen by the Customer on Frontitude’s website (the “Plan”).
    2. Usage Restrictions. Customer shall not, whether by itself or anyone on its behalf: (i) make the Services available to, or use the Services for the benefit of, anyone other than Customer; (ii) copy, modify, distribute, display, transfer, adapt, emulate, translate, compile, decompile, disassemble or reproduce or make a derivative work of the Services or any part, feature, function or user interface thereof, other than for normal use of the Services for Customer’s own internal business as explicitly permitted under these Terms, (iii) license, sublicense, sell, resell, transfer or assign, distribute, rent or lease any Services or the Output provided to Customer via the Services, or include the Services in a service bureau or outsourcing offering, (iv) knowingly use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, including in violation of applicable law with respect to third party rights, (v) knowingly use a Services to store or transmit malicious code, (vi) knowingly or negligently interfere with or disrupt the integrity or performance of the Services or third party data contained therein, (vii) attempt to gain unauthorized access to the Services or its related systems or networks, (viii) conceal or remove any copyright or proprietary notices contained in any Output and/or other materials provided via the Services (ix) access the Services and/or the Output provided therein in order to build a competitive product or service, including creating any indices therefrom, (x) reverse engineer the Services, (xi) permit access to or use the Services in a way that circumvents a contractual usage limit, and/or (xii) allow and/or enable a third party to do any of the aforementioned.
  3. Technical Support Services
    1. Frontitude may provide the Customer with technical support and training services during the Term, as specified in the Plan. Frontitude shall retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any training services that will be provided. Any training materials provided to Customer may be used only in connection with the Service.
  4. Proprietary Rights
    1. Proprietary Rights. Frontitude owns and shall continue to own all rights, title and interest in and to the Services, including modifications, enhancements, derivatives, substitutes, or emulations of the aforementioned and any Intellectual Property Rights therein, including any item which is the outcome of customization work, design, development and implementation done by Frontitude, by or on behalf of Customer. Customer shall own all rights, title and interest, including any Intellectual Property Rights, in and to the Output collected and/or generated via Customer’s use of the Services. These Terms does not convey any right, title or interest in and to the Frontitude’s Intellectual Property, except for the license granted in accordance with these Terms. “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, including but not limited to copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, utility models and rights in designs.
    2. Restrictions. Customer is hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Frontitude and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, and Customer represents and warrants that it will abide by all applicable laws in this respect. Customer is further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Frontitude marks and logos, whether registered or not.
    3. License to Use Output. Customer hereby grants Frontitude a perpetual, irrevocable, non-exclusive, transferable and royalty-free license to use the Output generated via Customer’s use of the Services solely for purposes of (i) providing the Services to Customer, and (ii) for developing, improving and customizing the Services.
    4. Usage Data. Frontitude owns the statistical usage data derived from the operation of the Services, including data regarding web applications utilized in connection with the Services, configurations, log data, and the performance results for the Services (“Usage Data”). Nothing herein shall be construed as prohibiting Frontitude from utilizing the Usage Data for internal purposes of operating Frontitude’s business, for its own analytical purposes and in order to develop, improve and customize Frontitude’s other products and services; provided that the Usage Data shall be de-identified, anonymized and presented in the aggregate so that it will not disclose the identity of Customer or any user(s) to any third party.
    5. Feedback. If Customer contacts Frontitude with any suggestions or feedback data regarding the Services, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions, such feedback shall be deemed to be the sole property of Frontitude and Customer hereby irrevocably transfers and assigns to Frontitude all Intellectual Property Rights in such feedback and waives any and all moral rights that Customer may have in respect thereto.
  5. Representations and Acknowledgments
    1. Customer’s Representations. Customer hereby represents, warrants, and covenants to Frontitude that (i) it is duly organized, validly existing and in good standing under the laws of the state of its domicile and is in good standing in each other jurisdiction in which it or any of its affiliates (to the extent such affiliate is related to these Terms) are established (if any); (ii) it has power and authority to transact its business and to accept to these Terms and to perform its obligations under these Terms; and (iii) its entry into these Terms and performance thereof does not violate or constitute a breach of any agreement to which it is a party or otherwise bound. Customer hereby represents, warrants, and covenants to Frontitude that in performing its obligations and exercising its rights under these Terms, it will comply (and shall require all the its personnel providing Services hereunder to comply) with all applicable laws.
    2. Customer’s Data. While using the Services, certain Customer Data will be made available to Frontitude. Customer hereby grants Frontitude royalty-free, fully-paid, non-exclusive right to use the Customer Data in order to: (i) to provide the Services to the Customer; (ii) to administer and make improvements to the Services; and (iii) to collect and analyze anonymous information. Customer acknowledges that the Services does not operate as an archive or file storage service and that Customer is solely responsible for the backup of Customer Data alone and implement back up plans and safeguards appropriate for its requirements. Customer represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Customer Data and Customer has the right to provide Frontitude the license granted herein to use such Customer Data in accordance with these Terms. With the exception of the Customer Login Details, Customer hereby represents and warrants the Customer Data does not and shall not throughout Customer’s use of the Services, include any information which may be deemed Personal Information (as such terms is defined in the Privacy Policy) or under any applicable law, or any information which is related to children under the age of 13, or any health, financial, or insurance data or other data subject to specific regulatory or statutory protection regimes, including without limitation information which is regulated under the Children Online Privacy Protection Rule (COPPA) and the Health Insurance Portability and Accountability Act (HIPAA). Without derogating from the aforementioned, and in the event that the Customer Data includes any information, which may be deemed as personally identifiable information under any applicable law, Customer hereby represents and warrants that it has provided sufficient notices and obtained necessary or advisable consents required from any party and has otherwise the lawful basis upon which to share the personally identifiable information with Frontitude and make any and all uses as otherwise contemplated under these Terms. Customer shall have sole responsibility for the reliability, integrity, accuracy and quality of the Customer Data. “Customer Data” means Customer Login Details, data obtained by Frontitude (including, without limitation, reports, usage, technical and meta data) or data provided by Client for the purpose of and in connection with using the Services.
    3. Minors. Customer represents that it is at least thirteen (13) years of age. Frontitude reserves the right to require Customer at any stage to provide proof of age, so that Frontitude can verify that only eligible users are using the Service. In the event that it comes to Frontitude’s knowledge that a person is using the Service who is under the age of thirteen (13), Frontitude reserves the right to prohibit and block such user from accessing the Service and will make all efforts to promptly delete any of Customer’s Personal Information (as such term is defined in the Privacy Policy).
    4. The Services include third party open source software that are subject to third party terms and conditions. If there is a conflict between any such third party terms and the terms of these Terms, then such third party terms shall prevail but solely in connection with the related third party open source software. A list of any third party open source software and related third party terms is available at the Service user interface.
  6. Fees and Payment Terms
    1. Subscription Fees. In consideration for the Services, Customer shall pay Frontitude the applicable amounts set forth in the applicable Plan (“Fees”). Upon the commencement of each Renewal Term, Frontitude reserves the right to increase the Fee at its sole discretion. Customer shall be notified in advance of any change in the Fees.
    2. Payment Terms and Taxes. As applicable, the Fees shall be paid within thirty (30) days after receipt of invoice. Any payment not received by Frontitude within such period shall accrue interest at a rate of one percent (1%) per month, or the highest rate allowed by applicable law, whichever is lower. All Fees are non-cancelable for the stated Subscription Period and sums paid are non-refundable, except as expressly stated under the Agreement. All Fees are stated and payable in US Dollars, and are exclusive of VAT. Customer shall bear and pay all taxes related to or arising from these Terms, except for those taxes based on Frontitude’s income. Customer may not withhold or set off any Fees due to Frontitude hereunder.