Terms and Conditions

Last updated on: April 15th, 2024

Please refer to the Definitions section for explanations and definitions of main terms.

These Terms and Conditions govern your access and use of the Services, and are a legally binding agreement between you and Missive. By clicking on a box indicating your acceptance, by registering an Account, or by accessing or using our Services, you are confirming that you have read, that you understand and that you agree to be bound by all of these Terms and Conditions and any additional terms, rules and conditions issued by Missive from time to time. These Terms and Conditions are effective as of the date that you sign up for an Account. If you disagree or cannot fulfill the obligations outlined in these Terms and Conditions, refrain from accessing or using the Services.

Missive may make changes to these Terms and Conditions from time to time. Changes will be communicated by posting the revised Terms and Conditions on this page, along with the date of the last revision. These updates are effective once posted and become enforceable thirty (30) days after being posted. You will be notified of these changes, and by continuing to access or use the Services after receiving such notice, you acknowledge and agree to accept these modified terms.

You represent to Missive that you are lawfully able to enter into these Terms and Conditions. If you are entering into these Terms and Conditions for an entity, you represent to Missive that you have legal authority to bind that entity. Accessing the Services in violation of local laws is at your own risk. You will comply with these Terms and Conditions and applicable laws.

1. Services

1.1. Use and Access of the Services.

Subject to Customer’s payment of all Subscription Fee, if any, and compliance with these Terms and Conditions, Missive grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to use the Services for the Customer’s internal business operations, in accordance with the applicable Subscription Plan and Documentation, and Customer may allow its Users to use the Services for this purpose. Customer remains responsible for its Users’ compliance with these Terms and Conditions.

1.2. Subscription Plans and Subscription Terms.

Customer may subscribe to Services by selecting the desired Subscription Plan. Access to the Services is granted based on a Subscription Plan, with the duration of such Services defined by the selected Subscription Term. Unless otherwise provided by these Terms and Conditions or unless the Customer has scheduled a change to the Subscription Plan and/or Subscription Term before the end of the term, Subscriptions automatically renew at the end of the Subscription Term for a duration equal to the same Subscription Term and for the same Subscription Plan.

1.3. Subscription Plans and Add-ons.

Missive will provide the Services to you based on the Subscription Plan to which the Customer is subscribed. Extra features and functionalities may be accessible through Add-ons. Should the Customer subscribe for any Add-on, the additional fees will be invoiced according to Section 3.2.

1.4 Missive Integration Directory and Non-Missive Services.

Missive reserves the right to cease providing the Integration Directory, including features and listings, without notice if, but not limited to, a Non-Missive Service is unavailable or incompatible with the Services. Non-Missive Services are not warranted or supported by Missive. Non-Missive Services and their features may be available but are not guaranteed. Accessing Non-Missive Services through the Integration Directory is exclusively governed by the agreement between you and the provider of such Non-Missive Service. Further, by enabling any Non-Missive Service, you authorize Missive to transfer your Customer Data to the third-party provider of the Non-Missive Service in accordance with the functionality of such Non-Missive Service.

1.5. Updates.

You acknowledge and agree that technology is ever-evolving and advancing and that Missive retains the right to update the Services from time to time with or without notifying you. These updates may include, but are not limited to, patching, fixing bugs, releasing a new version or modifying the Services. Missive may, at its discretion, suspend your access or use of the Services for scheduled maintenance or to address any emergency security concerns.

1.6. Missive API.

Missive may provide an API as an extension of the Services. Your API usage is governed by these Terms and Conditions, and we retain the right to modify or terminate your API access (or any part of it), with or without notice. The API is subject to changes, and you are responsible for ensuring compatibility with the current version.

2. DATA AND OWNERSHIP OF INTELLECTUAL PROPERTY

2.1. Customer Data.

You retain all ownership and Intellectual Property Rights in and to Customer Data. You hereby grant to Missive, a royalty-free, worldwide, non-exclusive, irrevocable (subject to Section 9.4), fully paid up, non-transferable (except as provided for in Section 10.4) right and license to use, copy, transmit, export, display, and (solely to the extent that reformatting Customer Data for display in the Services constitutes a modification, adaptation or derivative work) modify, create derivative works and adapt the Customer Data, together with the right to sublicense these rights to hosting, connectivity, and communication service providers as well as subcontractors solely in connection with operating, improving and providing the Services based on access granted to the Accounts linked to the Customer Account, and for the exercise and performance of Missive’s rights and obligations hereunder. Missive may also collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and its derivative data). During and after the Subscription Term, Missive may use, copy, modify, adapt, translate, creative derivative works, distribute, and display such data and information, provided it is aggregated or de-identified (such data and information, “Aggregated Statistical Information”) for business purposes, including without limitation for developing, enhancing, and supporting the Services. For greater clarity, Aggregated Statistical Information will not contain any Personal Data.

2.2. Ownership by Missive.

You acknowledge and agree that Missive and/or its licensors own all right, title and interest, including Intellectual Property Rights in and to (i) the Services and any Improvements thereto, and (ii) anything developed or delivered by or on behalf of Missive under these Terms and Conditions, including any Improvements thereto, Content and Documentation. You acknowledge and agree that the Services, the Content and the Documentation are made available, not sold, and that except as expressly stated herein, these Terms and Conditions do not grant you any rights to, under, or in, any Intellectual Property Rights (whether registered or unregistered), or any other rights or licenses in respect of the Services, the Content or the Documentation. All Content and Intellectual Property Rights contained therein are owned, controlled by, used, or licensed to Missive, and are protected by any and all Intellectual Property Rights laws. You shall not remove, alter or obscure any Intellectual Property Rights notices incorporated in or accompanying any Services, Content and Documentation.

2.3. Feedback.

You may, at your own discretion, choose to provide Missive with Feedback. In such event, you agree that Missive is the owner of such Feedback, and Missive is free to use it for its business purposes, including by incorporation into the Services without any payment or attribution or other obligation to you.

2.4. Privacy Laws.

You affirm that you are now and will continue to be compliant with all applicable laws governing privacy and your use of Customer Data that you provide to Missive, or that you access and make available through the Services. You represent and warrant that you have obtained all necessary rights, permissions, and consents, and have made all applicable disclosures, or otherwise have all requisite authority, in each case as required under applicable laws, to disclose Customer Data to Missive, or allow Missive to perform its obligations and exercise its rights under these Terms and Conditions. You agree that Personal Data will be treated in accordance with the Privacy Policy.

2.5. Account Information.

We may collect Account Information about your use of the Services that Users (or Customer): (i) provide to Missive in connection with the creation or administration of their Account; or (ii) generate in connection with their use of the Services. Customer acknowledges and agrees that Subscription Plans require monitoring of Account Information during the Subscription Term in order to reconcile the number of Users and/or usage of the Services with Customer’s then-current Subscription Plan or Add-ons.

3. SUBSCRIPTION FEES; TAXES

3.1. Subscription Fees.

The prices, features, and options for the Services depend on the Subscription Plan and the Subscription Term selected as well as any changes instigated by Customer. Missive does not represent or warrant that a particular Subscription Plan or Subscription Term will be offered indefinitely and, to the fullest extent permitted under applicable laws, reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.

3.2. Billing Cycle.

The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including Users’ subscriptions, Add-ons, upgrades or downgrades. For an annual Subscription Term, adding Users’ subscriptions, subscription upgrades, Add-ons and changes to Subscription Plan will trigger prorated charges in the current billing cycle. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Services.

3.3. Money Back Guarantee.

If Customer is not satisfied with the Services for any reason, Customer may cancel its Subscription Plan within thirty (30) days of its Account’s activation for a full refund of the Subscription Fees paid to Missive.

3.4. No Refund and Cancellation.

Except as expressly provided in these Terms and Conditions, no refunds or credits will be issued for partial periods of service, for upgrade/downgrade, or for periods unused with an active subscription, including, but not limited to, instances involving the removal of a User or the termination of a Subscription Plan before the expiry of the Subscription Period. Customer can cancel its Subscription Plan at any time, and you will continue to have access to the Services through the end of the Customer’s billing cycle.

3.5. Automatic Payment Renewal.

The Subscription Fees are payable by credit card through a valid credit card. Customer hereby authorize Missive to charge its credit card for all fees payable on a recurring basis in accordance with these Terms and Conditions. Recurring Services will automatically renew at the then-current Subscription Fees unless the Services are downgraded to a free Subscription Plan, if applicable, or canceled or terminated in accordance with these Terms and Conditions. Customer further authorizes Missive to use any payment service provider, such as Stripe, for the sole purpose of processing payments made pursuant to these Terms and Conditions.

3.6. Inaccurate or Incomplete Payment.

If Customer payment information is not accurate, current and complete, Customer can update its payment information by going to the “Billing” page. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Customer Account is not canceled, we may suspend your access to the Services until we have successfully charged a valid credit card. For greater certainty, any unsuccessful payment may result in the cancellation of the Customer Account in accordance with Section 9.2.

3.7. Fees Changes.

Fees changes will take effect at the start of the next Subscription Term following the date of the fees change. Subject to applicable law, by continuing to use the Services after the fees change takes effect, Customer will have accepted the new fees. If Customer does not agree to a fees change, it can reject the change by unsubscribing from the applicable Subscription Plan prior to the fees change going into effect.

3.8. Tax Changes.

All fees published in the Services are exclusive of all taxes, levies, or duties imposed by governmental authorities. Missive may collect taxes on behalf of governmental authorities in some jurisdictions. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes that may apply on Missive’s net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Tax rates, if any, are based on the rates applicable at the time of the Customer billing cycle. These amounts can change over time with local tax requirements in the Customer’s country, state, territory or even city. Any change in the tax rate will be automatically applied based on the Account Information provided.

4. CONDUCT

4.1. Use Restrictions.

You agree that you are solely responsible for your conduct in connection with the Services, and for all uses of the Services and the Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted or in violation of these Terms and Conditions. Any unauthorized use of the Services can lead to termination of your rights to use the Services in accordance with Section 9. You agree that you will abide by these Terms and Conditions and will not (and will not attempt to) directly, indirectly, alone, or with another part:

1. license, sublicense, sell, rent, lease, transfer, grant, distribute, share, or otherwise permit third parties to use any rights in or otherwise commercially exploit the Services and the Documentation in any form to any other party;

2. use the Services or Documentation in a way that would violate the applicable Subscription Plan or these Terms and Conditions;

3. bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;

4. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent this restriction is prohibited by applicable law);

5. access or use the Services in any manner that temporarily and superficially reduces the number of Users in order to circumvent Subscription Plan limitations. If we reasonably suspect that you or your Customer Data are in violation of the foregoing, we may investigate that violation and suspend or terminate your access to the Services;

6. use the Services in a manner that violates or attempts to circumvent applicable law;

7. use the Services in a manner that infringes any third parties’ Intellectual Property Rights;

8. access or use the Services after Missive has terminated any Terms and Conditions with you;

9. upload or introduce to, or use the Services to distribute, any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services;

10. use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Missive clients from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; or

11. copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, sublicense or other exploit or use for any purpose whatsoever Missive’s Services and Documentation, including any and all Intellectual Property Rights.

4.2. Accounts Management.

The Customer is accountable for all actions and inactions by its Users or third parties that have been granted access to the Services by the Customer, treating them as if they were Customer’s own actions or inaction. Maintaining control over the Account, including login credentials confidentiality, is the Customer’s responsibility. Activities on Accounts are Customer’s responsibility. Sharing credentials or simultaneous use in multiple locations is prohibited. Each User must have a unique identity, and access the Services only to the extent purchased by Customer and in accordance with the applicable Subscription Plan. Accurate information for User access must be provided, and the Customer is solely responsible for maintaining and updating such information’s and Services configurations, including sharing and permission settings.

5. CONFIDENTIALITY

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and Conditions, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use), any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies may be inadequate.

6. INDEMNIFICATION

6.1. Indemnification by Customer.

Customer agrees to indemnify, defend, and hold harmless Missive and its affiliates, officers, directors, employees, members, shareholders, contractors or representatives from any losses, costs, liabilities, claims, damages, obligations, and expenses (including reasonable attorney’s fees) relating to or arising out of any and all of the following: (a) Missive’s processing of Customer Data, except to the extent Missive’s processing is in breach of these Terms and Conditions; (b) your Content or Customer Data; (c) your use of the Services contrary to these Terms and Conditions or to the Documentation; (d) your relationship with and violation of any rights of another party; and (e) your violation of any applicable laws, rules or regulations.

6.2. Defense.

Missives reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer, in which event you will fully cooperate with Missive in asserting any available defenses. Customer agrees that the provisions in this Section will survive any termination of these Terms and Conditions and/or the access to the Services.

7. WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE AND UNDERSTAND THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MISSIVE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM THE USE OF THE SERVICES. MISSIVE MAKES NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. MISSIVE MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MISSIVE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8. LIMITATION OF LIABILITY

8.1. DISCLAIMERS.

MISSIVE SHALL HAVE NO LIABILITY FOR ANY FAILURE TO SATISFY ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER IF SUCH FAILURE IS ATTRIBUTABLE, IN WHOLE OR IN PART, TO: (i) CUSTOMER’S FAILURE TO USE ANY BUG FIXES, CORRECTIONS, PATCHES, UPDATES, UPGRADES OR NEW OR CORRECTED VERSIONS OF THE SERVICES OR DOCUMENTATION MADE AVAILABLE BY MISSIVE, (ii) CUSTOMER’S USE OF THE SERVICES FOR ANY PURPOSE OTHER THAN THAT AUTHORIZED IN THESE TERMS OF CONDITIONS, (iii) YOUR USE OF THE SERVICES IN COMBINATION WITH OTHER SOFTWARE, DATA OR PRODUCTS THAT ARE DEFECTIVE, INCOMPATIBLE WITH, OR NOT AUTHORIZED IN WRITING BY MISSIVE FOR USE WITH THE SERVICES, (iv) YOUR MISUSE OF THE SERVICES, (v) ANY MALFUNCTION OF YOUR OWN SOFTWARE, HARDWARE, COMPUTER, COMPUTER-RELATED EQUIPMENT OR NETWORK CONNECTION, OR (vi) A FORCE MAJEURE EVENT.

8.2. NO INDIRECT DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MISSIVE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND THE DOCUMENTATION, INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, AND PROFITS, PROPERTY DAMAGE OR OTHER INTANGIBLE OR ECONOMIC LOSS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF MISSIVE FOR ANY DAMAGED CAUSED BY MISSIVE’S FRAUD OR FRAUDULENT MISREPRESENTATION.

8.3. CAP ON LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MISSIVE’S LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER IN CONNECTION WITH THESE TERMS AND CONDITIONS, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CUSTOMER TO MISSIVE FOR THE SERVICES IN THE TWELVE (12) MONTHS PERIOD PRECEDING THIS APPLICABLE CLAIM. CUSTOMER ACKNOWLEDGES THAT IF NO FEES ARE PAID TO MISSIVE FOR THE SERVICES, CUSTOMER SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM MISSIVE, REGARDLESS OF THE CAUSE OF ACTION. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

8.4. EXCLUSION OF DAMAGES.

CERTAIN STATES, PROVINCES, COUNTRIES OR OTHER GOVERNMENTAL JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

8.5. BASIS OF THE BARGAIN.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MISSIVE AND YOU.

9. TERM AND TERMINATION

9.1. Term.

The period of effectiveness of these Terms and Conditions, with respect to the Services, shall begin on the date you accept these Terms and Conditions and shall continue until Customer’s Subscription Term expires or your use of the Services is otherwise terminated in accordance with the terms herein. At the expiry of the Subscription Term, these Terms and Conditions will automatically renew for successive additional terms equivalent to the then selected Subscription Term, unless terminated earlier in accordance with these Terms and Conditions.

9.2. Termination by Missive.

Without limiting any other provision of these Terms and Conditions, Missive reserves the right to, in its sole discretion and without notice or liability, deny access to and use of the Services, including but not limited to blocking certain IP addresses, to any person for any reason or for no reason, including without limitation for breach of any of the terms and conditions set forth in these Terms and Conditions or any applicable law or regulation. In such circumstances, Missive may terminate your use or participation in the Services or delete your Account without warning, in its sole discretion.

9.3. Termination by Customer and User.

Customer may terminate its subscription to the Services by canceling the Services and/or deleting the Account, whereby such termination shall not derogate from Customer’s obligation to pay applicable Subscription Fees except where such termination is made within thirty (30) days of the Customer Account’s activation, in accordance with Section 3.3. Unless mutually agreed otherwise by Customer and Missive in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer’s obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any prepaid Subscription Fees. A User may terminate his access to the Services by deleting his Account, which termination will take effect immediately.

9.4. Effects of Termination.

Upon the effective termination of these Terms and Conditions, all rights and licenses granted by Missive to you under these Terms and Conditions will terminate. Either Party’s termination of these Terms and Conditions is without prejudice to any other remedies it may have at law or in equity and does not relieve either Party of liability for breaches occurring prior to the effective date of termination. Neither Party will be liable to the other for damages arising solely as a result of terminating these Terms and Conditions in accordance with its terms.

9.5. Post-Termination Obligations; Customer Data Retrieval.

Upon any termination of these Terms and Conditions for the Customer Account, if the Subscription Plan is not renewed, Missive will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. After such period, Missive may delete all Customer Data and Missive will have no obligation to Customer to continue storing such Customer Data.

10. MISCELLANEOUS

10.1. No Waiver.

A delay or failure by either Party to exercise any right or partial right shall not be deemed to constitute a waiver of any such right or any other rights hereunder. Consent or waiver by either Party to a failure of any express or implied term of these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or such provision to any subsequent failure.

10.2. Notices and Support.

Any notice, request or demand to the attention of Missive or any request for technical support under these Terms of Conditions may be sent by email to support@missiveapp.com.

10.3. Severability.

If any provisions of these Terms and Conditions are held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.4. Assignment.

These Terms and Conditions, and Customer’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without Missive’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Missive may assign these Terms and Conditions, and its rights and obligations hereunder, in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the Services, without Customer’s prior written consent.

10.5. Governing Law; Venue.

THESE TERMS AND CONDITIONS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS OR THE CONFLICT OF LAW PROVISIONS OF ANY OTHER JURISDICTION. COURTS OF COMPETENT JURISDICTION LOCATED IN THE PROVINCE OF QUEBEC, CANADA, DISTRICT OF QUEBEC, SHALL HAVE THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OVER ALL CONTROVERSIES AND CLAIMS ARISING OUT OF, OR RELATING TO, THESE TERMS AND CONDITIONS.

10.6. Independent Contractors.

The Parties agree that each is an independent contractor and neither Party has the right or authority to assume or create any obligation or responsibility on behalf of the other Party. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Customer and Missive.

10.7. Subcontractors.

Missive may subcontract responsibilities under these Terms and Conditions but remains responsible for its breach of these Terms and Conditions by the acts or omissions of Missive or its subcontractors. No person or entity not a party to these Terms and Conditions will be deemed to be a third-party beneficiary of these Terms and Conditions or any provision hereof.

10.8. Force Majeure.

Missive shall not be liable or deemed in breach of these Terms and Conditions if Missive has any delay or failure to perform the Services or any portion of thereof from causes beyond Missive’s control, including, but not limited to, acts of God or public enemy, fires, earthquakes, pandemics, labor disputes, wars, terrorism, riots, embargos, acts of civil or military authorities, floods, accidents, strikes, shortages of either transportation facilities, fuel, energy, labor or materials, or any local, provincial, federal or international law, governmental order or regulation or any other event.

10.9. Survival.

Any sections of these Terms and Conditions which expressly survive termination or expiration of these Terms and Conditions or which, by their nature, should reasonably survive termination or expiration of these Terms and Conditions, shall survive termination or expiration. Without limiting the generality of the foregoing, the terms contained in Sections 5, 6, 7, 8, all associated definitions, and all accrued rights to payment shall survive termination or expiration of these Terms and Conditions.

10.10. Extension of Rights to Affiliates.

Customer may extend its rights, benefits and protections provided herein to its affiliates provided that Customer remains responsible and liable for such affiliate’s compliance with these Terms and Conditions.

10.11. Export Control.

You may not use, export, import, or transfer the Services except as authorized under the laws of the province of Quebec and the federal laws of Canada, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.

10.12. Entire Agreement.

These Terms and Conditions, together with any webpages, documents or policies incorporated into these Terms and Conditions by reference, including the Privacy Policy, constitute the entire agreement and understanding between you and Missive relating to the matters contemplated by these Terms and Conditions and supersede any and all prior or contemporaneous written and oral agreements, negotiations, representations, commitments, writings, communications and other understandings (if any) relating to the subject matter of the terms.

11. DEFINITIONS

11.1.

“Account Information” means information about your Account and information that Customer and Users provide to Missive in connection with (1) the creation or administration of your Account; or (2) Missive’s maintenance of your Account or the Services. For example, Account Information includes names, usernames, passwords, phone numbers, email addresses, metadata, support communications, billing information, if any, and usage information associated with your Account;

11.2.

“Account” means a Missive account, either as a Customer or as a User, dedicated to you and your representatives, if any, for the access and the use of the Services;

11.3.

“Add-ons” means enhanced features or services that are purchased separately and provide extra functionality or usage rights. Add-ons are subscription-based and when purchased attach to the corresponding Subscription Plan and Subscription Term;

11.4.

“Aggregated Statistical Information” has the meaning set forth in Section 2.1;

11.5.

“API” means an application programming interface;

11.6.

“Confidential Information” means all confidential and proprietary information of a Party (the “Disclosing Party”) disclosed to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, the terms and conditions of these Terms and Conditions and the Services. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party;

11.7.

“Content” means, without limitation, any information, code, data, functionality, website design text, software, music, audio, photographs, graphics, video, messages, tags and/or other materials;

11.8.

“Customer” means an organization, company, or other legal entity for which an organization page has been created;

11.9.

“Customer Account” refers to the Account responsible for paying Subscription Fees, if any, selecting the Subscription Plan and Subscription Term and managing Users access;

11.10.

“Customer Data” means all data stored by or on behalf of Customer or at Customer’s direction in the Services. Customer Data does not include Account Information. Customer Data also includes Content added by a User. To the extent that such Content is stored in or transferred into the organization page of the Customer Account, such Content shall be considered Customer Data;

11.11.

“Documentation” means any manuals, instructions, or other documents or materials that Missive may provide or make available to you in any form or medium and which describe the functionality, components, features, requirements or fees of the Services. Documentation does not include content published in user or community forums;

11.12.

“Feedback” means any ideas, suggestions, documents, or proposals that you submit to Missive through any communication channel or otherwise through any of the Services;

11.13.

“Improvements” means modifications, improvements, developments, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations;

11.14.

“Integration Directory” means any Missive managed online directory where integrations that interoperate with the Services are made available to Users;

11.15.

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world, and any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of such rights;

11.16.

“Missive” means Heliom inc. and its affiliates. Missive can also be reference herein as “we”, “our” or “us”;

11.17.

“Non-Missive Service(s)” means any third-party service, connection, data, software, application, or integration that interoperates with the Services that is provided or made available by Customer or a third party, including those provided through the Integration Directory. Non-Missive Services include embedded content where the Services may display a preview or link to the content, but does not store the content from the third-party service;

11.18.

“Parties” means Missive and you;

11.19.

“Personal Data” means any Customer Data containing information about an identifiable person;

11.20.

“Privacy Policy” means Missive’s privacy policy located on Missive’s website at https://missiveapp.com/privacy;

11.21.

“Services” means Missive’s online software-as-a-service platform and services including any related APIs provided by Missive, together with all related mobile and desktop applications, and Add-ons to which you subscribe. “Services” exclude Non-Missive Services;

11.22.

“Subscription Fees” means all fees associated with the Subscription Plan and Subscription Term of a Customer Account;

11.23.

“Subscription Plan” means the applicable subscription level of packaged functionality and services as detailed here and in the applicable Documentation;

11.24.

“Subscription Term” means the monthly or annual period during which the Customer has agreed to subscribe to the Services;

11.25.

“Terms and Conditions” means these terms and conditions that govern your access to and use of the Services;

11.26.

“User” means any individual who is authorized to access the Services by Customer. Each User must use a unique identity to access and use the Services, and may access the Services only to the extent such Services are made available to Customer; and

11.27.

“you” or “your” means, as applicable, the Customer and/or the User.