Subscription Agreement

Audience: All users

 

Overview

Your subscription allows your company & affiliates to make use of the OrgChart services as long as you have an active subscription. Support and maintenance are included with all active subscriptions. Access to software updates and patches is included with all active subscriptions.

MAINTENANCE & SUPPORT

Maintenance and Support includes support via support portal, e-mail and phone. We strive to respond to all requests within one business day. In most cases we can resolve any issues on the same day.

TRAINING

Training is typically provided via web meeting software but can be provided on site for an additional fee. We request that an individual within your company serve as a single point of contact to coordinate the training and use of the software. While we can provide the training session for all users, we find that the ‘train the trainer’ model works best.

DELIVERY

Your OrgChart account will be activated upon receipt of payment or purchase order.

PRIVACY

See our Privacy Policy.

Also, upon request we can draw up a mutual non-disclosure agreement. Email us at [e-mail] for more information.

SERVICE LEVEL

For cloud customers, we strive to make sure that OrgChart is available 99.8% (or more) of the time during a monthly period. In order to achieve this goal, we select hosting providers that provide a service commitment of 99.9% (or more). We use commercially reasonable methods such as monitoring services to notify our team of any downtime so that we can quickly address any interruptions to our service. Service credits are not available per our standard subscription agreement. An ESLA (Enhanced Service Level Agreement) is available upon request. ESLAs are used to address customer specific needs and may result in additional fees. Email us at [e-mail] if you would like to inquire about setting up an ESLA.

BACKUP & RECOVERY

We rely on our hosting providers to provide backup services. Our servers are backed up on a daily basis. In the event of a catastrophic failure, we will restore a system from storage within one business day of failure. On premise customers are responsible for the backup of their servers.

CONFIDENTIALITY

Definition. “Confidential Information” means information of or provided by a party ("disclosing party") to the other party ("receiving party") that is non-public, proprietary, business, technical, security, legal, or financial information that is marked or identified as Confidential Information or would reasonably be understood to be confidential, such as information about products, beta features, processes, services, trade secrets, marketing and business plans, client lists, customer data, pricing, financial information, system architecture, security programs, or intellectual property.

Use and Disclosure. Each party may be given access to Confidential Information of the other party in connection with this agreement. The receiving party may only use this Confidential Information as provided for in this agreement or to exercise its rights hereunder and may only share this Confidential Information with its employees, agents, advisors, procurement agents and service providers who need to know it, provided they are subject to similar confidentiality obligations. The receiving party will use the same degree of care, but no less than a reasonable degree of care, as such party uses with respect to its own Confidential Information to protect the disclosing party’s Confidential Information and to prevent any unauthorized use or disclosure thereof. Neither party is responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party not under the receiving party’s control. If the receiving party is compelled by law to disclose the other party’s Confidential Information, it will provide the disclosing party prior written 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. These confidentiality obligations will remain in effect while the customer has an active subscription plus 2 years following termination.

TERMS OF SERVICE

By using the OrgChart services, you are agreeing to be bound by the following terms and conditions (“Terms of Service”). OrgChart, LLC (“Our Company”) reserves the right to update and change the Terms of Service from time to time. Any new features that augment or enhance the current service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the service after any such changes shall constitute your consent to such changes.

Violation of any of the terms below may result in the termination of your Account. While our company prohibits such conduct and content on the service, you understand and agree that our company cannot be responsible for the content posted on the service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

ACCOUNT TERMS

1. You must be at least 13 years old to use the service.
2. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
3. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
4. Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as permitted by your plan.
5. You are responsible for maintaining the security of your account and password. Our company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
6. You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have user accounts under your account).
7. You may not use the service for any illegal or unauthorized purpose. You must not, in the use of the service, violate any laws in your jurisdiction (including but not limited to copyright laws).

SUBSCRIPTION PLANS

1. You acknowledge that your account is associated with a specific subscription plan.
2. A plan may limit access to certain features.
3. A plan may limit the number of unique records (typically employee records) that can be charted within the associated account.
4. A plan may limit the maximum amount of storage that can be used by a given account.
5. A plan may limit the number of people allowed access to the service.
6. Our company reserves the right to audit any account at any time. If a plan limit is exceeded, you may be required to upgrade your plan to match the required record count or storage need. If do not agree to pay the upgrade fee to our company within thirty (30) days of demand, our company may disable your account without refunding any subscription fees.

PAYMENT, REFUNDS, UPGRADING & DOWNGRADING TERMS

1. If a credit card was used for payment, that credit card will automatically be billed to renew your monthly subscription. You can cancel a monthly subscription at any time (via phone or email).
2. The service is billed in advance on a monthly, annual, multi-year, or other term (depending on your subscription commitment) and is non-refundable unless otherwise specified in your contract. There are no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused. Refer to section “Modifications to the Service and Prices” related to special exception provisions related to pro-rated refunds of subscription fees.
3. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
4. Downgrading your Service may cause the loss of features or capacity of your account. Our company does not accept any liability for such a loss.

CANCELLATION & TERMINATION

1. You are solely responsible for properly canceling your account. If you do not receive confirmation within 5 business days of canceling your account, email [e-mail] to confirm cancellation of your account.
2. All of your content will be deleted within 90 days of cancellation unless otherwise requested (email [e-mail]). Our company does not guarantee that your information can be recovered once your account is cancelled.
3. If you cancel the service before the end of your subscription period, your cancellation will take effect immediately and you will not be charged for the next subscription period unless you have committed to a multi-year agreement. For multi-year agreements, payment will be made through the term of the agreed commitment.
4. Our company, at its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the service after thirty (30) day notice of an uncured breach of Subscription Agreement terms. Such termination of the Service will result in the deactivation of your Account or access to your Account. Your content may also be deleted.  Our company does not guarantee that the content can be recovered once your account is deleted.

MODIFICATIONS TO THE SERVICE AND PRICES

1. Our company reserves the right at any time and from time to time to modify the service with reasonable notice.
2. Our company has the right to discontinue the Service at the end of the existing subscription term with thirty (30) day notice of discontinuation.
3. Prices of all Services, including but not limited to subscription plan fees to the service, are subject to change at the end of the committed subscription period, and will be applicable to new subscription plan period. Such notice is required to be provided to customers via electronic mail to the subscriber.
4. Our company agrees not to apply any upward price adjustments (unless the customer purchases additional products or services) until the current subscription commitment period has completed.
5. Our company shall not be liable to you or to any third party for any modification, price change or suspension of the service.
6. In the event of a discontinuance of the service, our company shall provide a pro rata refund of the subscription fee paid. This in no event shall be greater than 50% of the unused portion of an annual subscription fee.

COPYRIGHT & CONTENT OWNERSHIP

1. All content posted on the service must comply with U.S. copyright law.
2. Our company claims no intellectual property rights over the material you provide to the service. Your profile and materials uploaded remain yours.
3. Our company does not pre-screen content, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service.
4. The look and feel of the Service is copyright © 2014-2024. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from our company.

LEGAL DISPUTES

AGREEMENT TO ARBITRATE - Non us government customers

1. You and our company each agree that any and all disputes or claims that have arisen or may arise between you and our company to your use services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify.
2. You agree to resolve any dispute within the State of California.
3. You agree to arbitration under American Arbitration Association’s rules for arbitration.
4. You agree that any claim you may have arising out of or related to your relationship with our company must be filed within one year after such a claim arose; otherwise, your claim is permanently barred.
5. These Terms of Service are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

US GOVERNMENT CUSTOMERS

1. The following terms apply to federal government (“Government”) Customers: The Services include computer software, which is a “commercial product” as defined at 48 C.F.R. § 2.101, and also include “commercial services” as defined in 48 C.F.R. § 2.101.  The Services also consist of “commercial computer software” and “commercial computer software documentation,” as those terms are used in 48 C.F.R. § 2.101 and 48 C.F.R. § 12.212. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202-1 through § 227.7202-4, you acquire the Services with only those rights, and subject to the obligations, set forth herein to the extent not inconsistent with federal procurement law in accordance with 48 C.F.R. § 552.212-4(w). In the event of a dispute with the Government in connection with this Agreement, the rights and duties of the parties shall be governed in accordance with federal procurement law, and such disputes shall be resolved pursuant to the Contract Disputes Act of 1978, as amended (41 U.S.C. §§ 7101-7109), as implemented by 48 C.F.R. § 52.233-1.

GENERAL CONDITIONS

1. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
2. Technical support is only provided to paying account holders. Our company reserves the right to determine the communication methods (e.g., email, chat, telephone, support portal, etc.) that are used for technical support.
3. You understand that our company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. All hosting partners are required to meet or exceed industry standards with respect to information security best practices.
4. You must not modify, adapt or hack the service or modify another website so as to falsely imply that it is associated with the service or our company.
5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the service, use of the service, or access to the service without the express written permission from our company.
6. We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
7. Verbal, physical, written or other abuse (including threats of abuse or retribution) to any of our employees, contractors, or officers may result in account termination with a ten (10) day notice via email of such action to subscriber.
8. Our company does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
9. You expressly understand and agree that our company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if our company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
10. The failure of our company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitute the entire agreement between you and our company and govern your use of the service, superseding any prior agreements between you and our company (including, but not limited to, any prior versions of the Terms of Service).
11. You agree not to reverse engineer, decompile, or disassemble the software in whole or in part or otherwise reconstruct or discover any source code to the software, or attempt to do so, except and only to the extent that such activity cannot be restricted under applicable law. You agree not to translate or modify the software in any way or create derivative works of the software or attempt to do so.
12. Neither Subscriber or our company may assign or transfer its rights or obligations under this Agreement, except that Subscriber or our company may assign this Subscription Agreement and Terms of Service to a successor to its business that results from a sale of substantially all of Subscribers or our assets, merger, or similar transaction, provided that the assignee agrees to be bound by this Agreement. 
13. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to pandemics, fire, floods, embargoes, war, acts of war, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.
14. Questions about the Terms of Service should be sent to [e-mail] or mailed to:

OrgChart, LLC
Attention: Legal Department
201 Alameda Del Prado Suite #301
Novato, CA 94949

Version 2.1 - Last updated September 19, 2024