Caddy Master Agreement
THE CADDY MASTER AGREEMENT (“AGREEMENT”) IS BETWEEN YOU AND CADDY SYSTEMS INC. AND THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
BY STARTING TO USE OUR SERVICES (OR BY CLICKING TO ACCEPT, EXECUTING AN ORDER FORM THAT REFERENCE, OR OTHERWISE AGREEING TO THIS MASTER SUBSCRIPTION AGREEMENT WHEN SUCH OPTION IS MADE AVAILABLE TO YOU), YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE OF SUCH ACTION. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on 06/12/2023.
General; Addenda.
1,1 General. This Agreement sets forth the terms and conditions under which Caddy makes available the Caddy Solution (as defined in Section 1.2 below). These Terms and Conditions do not, absent the execution of an Addendum, create any business relationship or impose any obligation on Caddy to provide any license, access, product, or service.
1.2 Addenda. Caddy and Customer will identify the software, hosted portal and professional services subject to this Agreement in one or more Addenda. Each Addendum will be duly executed in accordance with Section 22.6 and will be deemed to be incorporated by reference into the terms and conditions of this Agreement. Provided Caddy and Customer execute the required Addendum, and subject to the terms and conditions of this Agreement, Caddy will provide Customer with access to the Caddy Portal (as defined in a Software-as-a-Service Addendum, if any) and perform the applicable professional or other services set out in a Professional Services Addendum, where applicable (together, with any support services and the Caddy Portal, the “Services”), in each case, in accordance with terms and conditions of the applicable Addendum. Services include Subscription Services.
1.3 In this Agreement, “Products” mean the Caddy Software, the Caddy Portal, any documentation made available by Caddy to Customer and, unless otherwise agreed in an Addendum, any deliverables identified as such in an Addendum and all bug fixes, patches, work-arounds, updates, upgrades, enhancements, modifications, and other new versions of the Caddy Software and the Caddy Portal that Caddy makes available to Customer. The Products and Services together comprise the “Caddy Solution”.
Proprietary Rights; Prohibited Uses.
2.1 Proprietary Rights. The Products contain proprietary and trade secret information of Caddy. Except for the limited rights or licenses that Caddy grants to Customer under an Addendum, Caddy or its licensors retain all rights, title and interest including all intellectual property rights in and to: (i) the Caddy Solution; (ii) Subscription Services; (iii) anything used, developed or delivered by or on behalf of Caddy under this Agreement; and (iv) any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (“Modifications”) to the foregoing.
2.2. Prohibited Uses. Customer will not use the Products for any purposes beyond the scope expressly set out in this Agreement, including, for greater certainty, in the applicable Addendum. Except as expressly permitted in this Agreement, Customer will have no right and will not, nor will it authorize or assist any third party to: (a) copy the Products; (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Products or otherwise discern the source code of the Products; (c) adapt, modify, translate, or create derivative works of the Products; (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Products or any of Customer’s rights therein; or (e) use the Products to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity). Customer must erase or otherwise destroy any portions of the Products installed or contained on any media prior to disposing of such media, and in any event upon termination or expiration of this Agreement. Customer must duplicate all proprietary notices and legends of Caddy and its suppliers or licensors upon all copies of the Products made by Customer. Customer must not remove, alter, or obscure any such proprietary notice or legend. Nothing in this Agreement will be construed to grant Customer any right to obtain or use source code.
2.3 Subcontracting. Caddy may engage third parties to assist it in providing the Services or any part thereof. Caddy will remain responsible for the performance of the Services by such subcontractors in accordance with this Agreement.
2.4 Free Trial. Upon Customer’s request, Caddy may provide Customer with a free trial of the Services for the period set out in an applicable Addendum (“Free Trial”). If customer is granted a Free Trial under this Agreement and applicable Addendum, the provisions of this Agreement will also govern that Free Trial. Near to or upon the expiration date of the Free Trial, Caddy will notify Customer that the trial will be ending or has ended. Customer will be given the option to upgrade to a paid subscription for Services that Customer purchases under an Addendum, as distinguished from those provided pursuant to a Free Trial (“Purchased Services”). If Customer does not agree to continue use of the Services through a paid subscription as described herein, Caddy will terminate Customer’s right to access all Services and Caddy Solution and notwithstanding any provision to the contrary in this Agreement, Caddy will terminate this Agreement forthwith and Customer shall comply with its obligations under Section 13. ANY CUSTOMER DATA ENTERED INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE FREE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE EXPIRATION OF THE FREE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER CUSTOMER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO SERVICES THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO SMALL BUSINESS EDITION); THEREFORE, IF CUSTOMER PURCHASES SERVICES THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE FREE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE EXPIRATION OF THE FREE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING THE “REPRESENTATIONS AND WARRANTIES; DISCLAIMER” SECTION AND “INDEMNITIES” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CADDY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CADDY’ LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED CAD$100.00. WITHOUT LIMITING THE FOREGOING, CADDY AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (i) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS; (ii) CUSTOMER’S OR PERMITTED USERS’ USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND (iii) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITIES” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO CADDY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
2.5 Subscription Services. From time to time, Caddy may, at its sole discretion and if set out in the cover pages of this Agreement, make available to Customer products, services, or functionality that Caddy: (i) has made available to Customer, and all related documentation for and any support and maintenance releases of the same software products (but excluding any Purchased Services or Free Trial), (ii) has not made generally available to its customers, and (iii) has designated as a Subscription, pilot, proof of concept, limited release, developer preview, non-production, evaluation, or by a similar description (“Subscription Services”). Customer shall allow only Permitted Users to access the Subscription Services, and only for the purpose(s) described by Caddy. Subscription Services are for evaluation purposes only, are provided as-is, are not supported, and may be subject to additional terms as set forth herein or as provided by Caddy to Customer. Access to and use of Subscription Services Applications shall be governed by the applicable sections of this Agreement and the applicable Addendums. Customer acknowledges that Caddy may discontinue the Subscription Services at any time in its sole discretion, and may never make an applicable Caddy Solution or any Successor Product (as defined below) available. The license to host, copy, transmit and display Customer Data set forth in the Software-as-a Service Addendum, shall apply to Customer Data submitted or provided to Caddy, for use with the Subscription Services. Customer acknowledges that Caddy may access Customer Data submitted to the Subscription Services for the purpose of training and improving the Subscription Services and any other of Caddy’s current and future features, products and/or services. Customer unconditionally grants to Caddy a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, license to use Customer Data to perform and compile analyses of the Customer Data for use and incorporation into current and future products or services. Customer agrees to provide ongoing feedback to Caddy regarding the Subscription Services. Customer hereby grants to Caddy, a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Subscription Services and any successor version of Subscription Services (“Successor Product”) or a product or other offering that Caddy may make available as a Caddy Solution, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users, relating to the operation of the Subscription Services and users of its offerings. Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any feedback, without compensation to Customer or Permitted Users and without any obligation to Customer or any Permitted User. Caddy is not obligated to use any feedback.
Customer User Account. In order for Customer to access and use the Caddy Solution, Caddy will issue, one or more administrator accounts (the “Administrator Accounts”) to Customer that provides Customer with the capability to create user accounts (each, a “Customer User Account”) for each employee of Customer or each employee of a contractor of Customer an independent contractor of Customer providing staff augmentation support of that Customer wishes to have access to and use of the Caddy Solution (each user, and each administrator, a “Permitted User”). Customer will ensure that Permitted Users only use the Caddy Solution through the Customer User Account or Administrator Accounts as applicable. Customer will not allow any Permitted User to share the Customer User Account or Administrator Accounts with any other person. Customer will promptly notify Caddy of any actual or suspected unauthorized use of the Caddy Solution. Caddy reserves the right to suspend, deactivate, or replace the Customer User Account or Administrator Accounts if it determines that the Customer User Account or Administrator Accounts may have been used for an unauthorized purpose. Customer will ensure that all individual users of the Products, including Permitted Users, are contractually bound to terms and conditions with Customer that are no less restrictive or protective of Caddy’s rights than those set forth in this Agreement. Customer is responsible for all activities that occur in Customer User Account or Administrator Accounts and for Permitted Users’ compliance with this Agreement and for use of the Subscription Services in accordance with the terms of this Agreement. For the avoidance of doubt this Section shall apply to the Subscription Services.
Professional Services. During the Term, Customer may order, and subject to Customer's payment to Caddy of all applicable Fees, Caddy will provide, the professional services and deliverables specified in the Professional Services Addendum (where applicable) in accordance with the terms set out therein. In the event that Customer desires Caddy to provide training of any Product for its employees, agents, or representatives other than training outlined in any Addendum, Customer will enter into a separate statement of work under a Professional Services Addendum governing such additional training services and setting out any corresponding Fees.
Third Party Content, Websites or Services. The Products may provide links or access to third party content, websites, services or systems. Caddy does not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under the control of Caddy, and if Customer chooses to access any such content, websites, services, or systems Customer does so entirely at its own risk. Customer acknowledges that it may be required by to accept terms and conditions applicable to third party content, websites, services, or systems, that such terms may supersede the terms in this Agreement with respect to the use of such third party content, websites, services or systems, and Customer agrees to accept and comply with any such terms and conditions.
Fees.
6.1 Fees. Customer agrees that the rights granted under this Agreement, including any license or access provided to Products and Services, are conditioned on Customer’s payment of all required fees for such Products and Services, whether upfront, one-time, recurring, or a combination of the foregoing, as specified herein or in the applicable Addendum (“Fees”). Fees are non refundable and non cancellable. In consideration for the rights granted to Customer and the performance of Caddy’s obligations under this Agreement (including, for greater certainty, each Addendum), Customer will pay Caddy the Fees.6.2 Changes to the Fees. Caddy reserves the right to change the Fees and institute new charges upon providing not less than 30 days prior written notice to Customer.
6.3 Disputed Invoices or Charges. If Customer believes Caddy has charged or invoiced Customer incorrectly, Customer will contact Caddy no later than 45 days after receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute.
6.4 Payment. All Fees have a payment term of net 30 days from the invoice date unless stated otherwise in the applicable Addendum. All Fees under this Agreement are due upon the earlier of the delivery of the applicable Product or Service, or presentation of an Caddy invoice, or as otherwise specified herein or in the applicable Addendum. Customer’s payment is not subject to any setoff claims or rights of offset of any kind, including inactive use, or where access to or use of the Caddy Solution is prevented for any reason, or Customer has failed to install or use the Product or to provide access for applicable Services. Caddy reserves the right to take any and all appropriate action if Customer fails to pay as required in this Agreement, which may include: (a) prevention of use of the Products by any party, including the ability to purchase additional seats, capacity, or modules; (b) withholding of Services or maintenance until Customer has paid in full amounts owed to Caddy; and (c) charging a late fee of 1% per month (or less, as per the maximum amount allowed by applicable law) for all past due amounts. Customer agrees to pay and reimburse Caddy for all such amounts and Fees.
6.5 Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes (collectively “Taxes”). Customer will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than Taxes based on the net income or profits of Caddy. Notwithstanding anything to the contrary in this Agreement, if any amounts (including any Taxes) are required to be withheld by Customer from any amount otherwise payable by Customer to or for the benefit of Caddy under this Agreement, Customer will: (a) pay an additional amount such that the net amount actually received by Caddy will, after all such withholdings (including any withholdings to be made in respect of any additional amount payable pursuant to this sentence), equal the full amount of the payment then due; (b) pay, or cause to be paid, to the relevant taxation authority the full amount of such withholdings (including the full amount of any withholdings in respect of any additional payment required to be paid pursuant to this sentence) in accordance with applicable law; and (c) furnish Caddy as soon as practicable (and, in any event, within 30 days) with an official receipt (or a certified copy thereof) or such other documentation as is reasonably acceptable to Caddy evidencing payment of such withholdings to the relevant taxation authority. If Customer is a tax-exempt entity or claims exemption from any Taxes hereunder, Customer will provide a certificate of exemption upon agreement to this Agreement and, after receipt of valid evidence of exemption, Caddy will not charge Customer any Taxes from which Customer is exempt.
Personal Information.
7.1 Privacy Statement. Caddy's collection, use, storage, process, disclosure and deletion of information about an identifiable individual or information that is subject to applicable privacy or data protection laws ("Personal Information") provided by Customer under this Agreement is governed by the privacy statement located at www.joincaddy.com or such other place as may be updated by Caddy from time to time.
Representations and Warranties; Disclaimer.
8.1 Mutual Representations and Warranties. Each party represents, warrants, and covenants that:
a) it has full power and all necessary rights to enter into this Agreement; and
b) it will carry out its obligations under this Agreement in compliance with applicable laws.
8.2 Disclaimer.
a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, CADDY DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS OR SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PRODUCTS AND SERVICES (AND ANY PART THEREOF) INCLUDING ANY SUBSCRIPTION SERVICES OR FREE TRIAL ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CADDY MAKES NO WARRANTIES UNDER THIS AGREEMENT WITH RESPECT TO ANY THIRD PARTY SOFTWARE, HARDWARE OR OTHER PRODUCTS EMBEDDED IN OR INCLUDED WITH THE PRODUCTS OR FURNISHED TO CUSTOMER BY CADDY. THE SUBSCRIPTION SERVICES MAY CONTAIN BUGS OR ERRORS. ANY PARTICIPATION IN OR USE OF THE SUBSCRIPTION SERVICES IS AT CUSTOMER’S SOLE RISK.
b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, CADDY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CADDY EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION, OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE PRODUCTS (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
8.3 Customers Responsibilities. Unless otherwise agreed to in an Addendum, Customer is solely responsible for: (a) purchasing and obtaining from third parties, and for maintaining during the Term, all applicable licenses and consents for third party technology that are needed to use the Products (unless provided by Caddy pursuant to this Agreement and paid for by Customer to Caddy); (b) configuring all equipment, software, and systems used with the Products; and (c) ensuring that Permitted Users use the Products in compliance with this Agreement.
Customer Indemnities. Customer will defend, indemnify and hold harmless Caddy, and its officers, directors, employees and agents (each, a “Caddy Indemnitee”) from and against any and all any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, incurred by Caddy Indemnitees arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise by a third party, that arise from or relate to: (a) Customer Data; (b) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under this Agreement; or (c) use of the Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Caddy in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Caddy.
Limitation of Liability. The following provisions have been negotiated by the parties and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
10.1 AMOUNT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CADDY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CADDY IN CONNECTION WITH OR UNDER THIS AGREEMENT RELATED TO BEAT SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED $500.00
10.2 TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL CADDY BE LIABLE TO CUSTOMER FOR: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE, ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE or GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Confidentiality.
11.1 Definitions. For the purposes of this Agreement, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser”, and “Confidential Information” means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including without limitation information concerning the Discloser's past, present or future customers, suppliers, technology or business, provided that Discloser's Confidential Information does not include, except with respect to Personal Information: (a) information already known or independently developed by the Recipient without access to Discloser's Confidential Information; (b) information that is publicly available through no wrongful act of the Recipient; or (c) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.
11.2 Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not: (a) disclose Confidential Information of the Discloser to any person, except to its own personnel having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (b) use Confidential Information of the Discloser except to exercise its rights or perform its obligations under this Agreement; or (c) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take reasonable precautions to safeguard the other party's Confidential Information. Those precautions will be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
11.3 Exceptions to Confidentiality. Notwithstanding Section 11.2, the Recipient may disclose Discloser's Confidential Information: (a) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (b) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party's business; or (c) in the case of Caddy to: (i) its subcontractors, contractors, consultants and agents; or (ii) potential assignees, acquirers or successors of Caddy if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Caddy.
11.4 Return of Destruction of Confidential Information. Upon the termination or expiration of this Agreement and all Addendums under this Agreement, each party will promptly return to the other party or destroy all Confidential Information in the of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient's data destruction practices. Notwithstanding the foregoing, Caddy may retain copies of the Confidential Information of the Customer as required by applicable law, or to the extend such copies are electronically stored in accordance with Caddy’s standard backup procedures or record retention policies, so long as such Confidential Information remains subject to the confidentiality provisions set out in this Agreement. Caddy will protect any Confidential Information of the other part in accordance with this Agreement so long as it retains such Confidential Information.
Term.
12.1 This Agreement will commence on the Effective Date and continue for the Subscription Term as set out and defined in the Software-as-a-Service Addendum (the “Initial Term”). Except as otherwise set out in the Software-as-a-Service Addendum, this Agreement will automatically renew for successive period of one (1) year terms (a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party provides the other party with written notice of its intention not to renew not less than 60 days prior to the end of the Initial Term or the Renewal Term.
12.2 Term of any other Addendum will commence on the date and continue for such period as set out in the applicable Addendum, unless earlier terminated in accordance with Section 13 below or as otherwise provided in an Addendum or applicable statement of work. Each Addendum shall continue for the initial term set forth in such Addendum (“Addendum Initial Term”). Thereafter the Initial Term of each Addendum will automatically renew for successive periods of one year, each ("Addendum Renewal Term"), unless either party provides the other with written notice of its intent not to renew at least 30 days before the end of the then-current Addendum Initial Term or Addendum Renewal Term, as applicable. Addendum Initial Term or Addendum Renewal Terms (collectively, the “Addendum Term”).
12.3 If an Addendum Term or a SOW Term (as defined in an applicable statement of work under a Professional Services Addendum) extends past the termination or expiry of the Term, then the terms and conditions of this Agreement that apply to or govern such Addendum and applicable statement of work, will survive the termination or expiry of the Addendum Term or SOW Term. For greater certainty, no new Addendum under this Agreement may be entered into between the parties after the termination or expiry of the Term.
12.4 Notwithstanding the foregoing, Customer’s right to use any particular Subscription Services under this Agreement will commence on the date Caddy makes such Subscription Services available to Customer, and will end on the earlier of (a) the date the applicable Caddy Solution becomes generally available, or (b) termination in accordance with the section 13 below. At the time of termination, the Customer shall destroy all copies of Subscription Services or Caddy’s Confidential Information. As a result of the Customer’s participation in Subscription Services and the grants given by the Customer under this Agreement, Caddy may develop new Caddy Solutions or new Subscription Services utilizing Customer Data which may be made available beyond the Term.
Termination.
13.1 Termination. Caddy may terminate this Agreement or any Addendum or applicable statement of work (in each case, in whole or in part) by giving to the Customer party written notice of termination upon the occurrence of any of the following events: (a) at any time and without cause, upon giving Customer at least 15 days prior written notice, or such other period of prior notice that may be set out in the applicable Addendum or statement of work, for any reason whatsoever, without payment of any termination fees, penalties or other amounts of any kind; (b) if the Customer breaches or defaults on any of the material terms or conditions of this Agreement (including Customer's payment obligations under Section 6) and fails to cure such breach or default within thirty (30) days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (c) if the Customer makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (d) if any proceedings are instituted by or against the Customer under any insolvency laws or for reorganization, receivership or dissolution.
13.2 Effect of Termination. Unless otherwise specified in this Agreement, upon any expiration or termination of this Agreement or any Addendum or applicable statement of work: (a) Customer must immediately cease (and ensure that all Permitted Users immediately cease) accessing or using the Caddy Solution; (b) within ten (10) days of expiration or termination, Customer will destroy or deliver to Caddy all copies of Caddy's Confidential Information and Deliverables (as defined in the Professional Services Addendum) and, at Caddy's request, an officer of Customer will certify to Caddy such destruction or delivery; (c) Customer: (i) will be responsible for paying all remaining Fees for the rest of the then-current Term and Subscription Term, as applicable; and (ii) shall not be entitled to any refund of Fees prepaid; and (d) Caddy will have no further obligation to provide any Products or perform Services of any kind to Customer. Expiration or termination of this Agreement will not limit either party from pursuing any other remedies available to it, including injunctive relief, nor will any such expiration or termination relieve either party's obligation to pay all amounts.
13.3 Survival. Upon any termination or expiration of this Agreement, provisions contained in this Agreement that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of this Agreement, including the terms on the cover pages and Sections 2, 6, 8.2, 9, 10, 11, 13.2, 19, 20, 21, 22 and this Section 13.3 will survive.
Assignment. The Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Caddy. Any purported assignment or delegation by the Customer in violation of this Section will be null and void. Caddy may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.
Export. Customer agrees not to directly or indirectly export, re-export or import any of the Caddy Solution without first obtaining all required licenses, permits and permissions. Caddy makes no representation or warranty that the Products or Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party's reasonable control (except for Customer’s indemnities or Customer’s obligation to pay any Fees), including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party's employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
Notices. All notices required by or relating to this Agreement must be in writing and sent by registered mail, return receipt requested, or via an internationally recognized express mail carrier (postage prepaid, return receipt requested), to the applicable party to this Agreement and addressed as set forth on the cover pages, or to such other address as that party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by electronic mail. Notwithstanding the foregoing, Caddy may send notices to Customer, to the current mailing or email address that Caddy has on file with respect to Customer. Caddy may change its contact information by posting the new contact information on its website or by giving notice thereof to Customer. Customer is solely responsible for keeping Customer’s contact information on file with Caddy current at all times during the Term.
Non-Solicitation. Customer will not, without the prior written consent of Caddy, solicit, offer work to, employ, or contract with, directly or indirectly, on its own behalf or on behalf of its affiliates, any Personnel of Caddy or the Personnel of Caddy's affiliates during the Term or during the twelve (12) months following termination or expiration of this Agreement. For purposes of this Section, "Personnel" includes any individual whom Caddy employs or has employed as a partner, employee, or independent contractor and with which Customer comes into direct contact during the Term. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, will not be construed as a solicitation or inducement for the purposes of this Section 18 and the hiring of any such employees or independent contractor who freely responds thereto will not be a breach of this Section 18.
No Third Party Beneficiaries. Except for those third parties that have licensed software or other intellectual property to Caddy that is included as part of the Product, no person or entity will be a third party beneficiary of this Agreement or have any right or cause of action hereunder.
Governing Law. This Agreement is governed by and construed in accordance with the laws of the province of Ontario not including its conflict of law principles. The parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. To the extent permitted by Applicable Law, each party hereby waives the right to trial by jury of any such suit, action or proceeding.
Dispute Resolution.
21.1 Collection Disputes. Any Fee collection disputes arising out of the failure to pay by Customer will be commenced in and determined by a court of competent jurisdiction in the Province of Ontario or, at Caddy’s discretion, in the jurisdiction of incorporation of the Customer. Each of the parties to this Agreement: (a) irrevocably and unconditionally consents and submits to the jurisdiction of such courts in any such action; (b) consents to service of process in accordance with the rules governing proceedings in any such court; and (c) irrevocably waives and covenants not to assert any objection to the laying of venue in any such court in any such action.
21.2 Arbitration.
a) Subject to Section 22.1, the parties agree to use the process in this Section to resolve any controversy, dispute, or claim arising out of or relating to this Agreement, including its negotiation, validity, existence, breach, termination, construction, or application or the rights, duties, or obligations of any party to this Agreement (a “Dispute”). However, nothing will restrict or prohibit either party from delivering a notice of arbitration at any time in order to protect its rights in relation to a Dispute. The arbitration provisions of this Agreement apply to claims by and against all parties and their affiliates, owners, guarantors, managers, directors, officers, employees, and representatives.
b) If a Dispute occurs between the parties so that one party is considering legal action against the other party, the party considering the legal action will provide the other party with a written request of a meeting between the parties to attempt to resolve the Dispute in good faith. The parties will attend and participate in a conciliation meeting within 30 days of the written request. Except where the parties are seeking injunctive relief, no legal action will be taken by either party until this meeting occurs or until after the 30 day period, whichever is earlier.
c) If the Dispute is not resolved at the above conciliation meeting, the Dispute will be referred to and determined by arbitration in accordance with the National Arbitration Rules of the ADR Institute of Canada, Inc. (the “NADR Rules”). Either party may commence the arbitration in accordance with the NADR Rules. The site of the arbitration will be Toronto, Ontario, Canada.
d) The language of the arbitration will be English and the arbitral tribunal will be comprised of one arbitrator. If the parties do not agree on the identity of the arbitrator within 15 days of the referral to arbitration, then the arbitral tribunal will be appointed by the ADR Institute of Canada. The arbitral tribunal will render its final award and the reasons for the award within 45 days of the conclusion of the hearing, unless such time is reduced or extended by the tribunal after giving the parties an opportunity to be heard. Any award or judgment on an award and any award for interim relief may be entered in any court having jurisdiction and will be final and binding on the parties and will not be subject to appeal.
e) No party is prohibited from seeking interim, interlocutory, or expedited remedies (including the use of arbitration rules providing for emergency measures of protection), in any forum having jurisdiction, including remedies to preserve or protect trademarks, Confidential Information, copyrights, or trade secrets or for extraordinary relief such as an injunction or eviction.
f) In addition to any other restriction on the tribunal in this Agreement, in no event will the arbitral tribunal award, or have any jurisdiction to award, punitive or exemplary damages against any party. No arbitration award will have an effect of preclusion or collateral estoppel in any other adjudication or arbitration.
General.
22.1 Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
22.2 Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
22.3 Construction. Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
22.4 Independent Contractors. Caddy's relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.
22.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether oral or written. If there is a conflict or inconsistency between the Terms and Conditions and any Addendum, then the provisions of these Terms and Conditions will govern to the extent of such conflict or inconsistency; provided, however, that the provisions of the applicable Addendum will prevail over these Terms and Conditions to the extent the Addendum expressly refers to the provisions of these Terms and Conditions over which it prevails.
22.6 Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the parties. For greater certainty, all Addenda will, upon execution, form part of this Agreement.
22.7 Counterparts. This Agreement may be signed in counterparts. An electronic signature using a qualified electronic certificate or facsimile signature will be treated in all respects as having the same effect as an original signature.
22.8 Language. The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and will be drawn up in the English language only, and no rule of strict construction will be applied against any party. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s'y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.
Caddy Master Agreement Software-As-A-Service (SaaS) Addendum
THIS SOFTWARE-AS-A-SERVICE ADDENDUM (“SaaS Addendum” or “Software-as-a-Service Addendum”) is entered by and between Caddy and Customer, pursuant to the Caddy Master Agreement between Caddy and Customer (“Agreement”).
Effect of this Addendum. This SaaS Addendum is part of, and subject to and governed by the terms and conditions of, the Agreement, as amended from time to time.
Definitions. Capitalized terms used but not defined in this SaaS Addendum have the meaning set forth in the Agreement.
2.1 “Customer Content” means any data, information, content, records, and files, including Personal Information, that is encrypted and transmitted from one Customer Endpoint to one or more other Customer Endpoint(s).
2.2. “Customer Data” means any data, information, content, records, and files, including Personal Information, that Customer (or any of its Permitted Users) loads, makes available to and is accessed by, transmits to or enters into the Caddy Solution, including the Customer Content.
2.3 "Customer Endpoint" means a device of Customer or a Permitted User that is enabled to function as a logging endpoint for the Caddy Solution.
2.4 “Personal Information” means information about an identifiable individual or information that is subject to applicable privacy or data protection laws.
2.5 “Subscription Term” has the meaning set out below.
Caddy Portal.
3.1 Access. Subject to the terms and conditions of the Agreement and provided Customer remains in compliance with the Agreement, during the Subscription Term (as defined below) of this Addendum, Caddy will make its traceability and inventory management cloud based software-as-a-service as described in Exhibit A (the “Caddy Portal”) available to Customer on the terms and conditions set out in this SaaS Addendum.
3.2 Suspension of Access; Modifications. Caddy may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under the Agreement: (a) suspend Customer's access to or use of the Caddy Portal or any component thereof if Customer breaches the Agreement, and such breach (i) is incapable of cure; or (ii) being capable of cure, remains uncured seven (7) days after Caddy provides Customer with written notice of such breach; and (b) make any modifications, improvements, customizations, updates and enhancements to the Caddy Portal provided the Caddy Portal continues to material conform to the description set forth in Exhibit A.
Data.
4.1 Customer Data. Customer retains all rights, title and interest including all intellectual property rights in and to any Customer Data, including Customer Content and Personal Information. Customer grants to Caddy a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right and license to: (a) transmit Customer Content through the Products; and (b) access, collect, use, process, store, disclose, and transmit Customer Data to: (i) provide the Caddy Solution; (ii) improve and enhance the Caddy Solution and its other offerings; and (iii) produce or generate data, information or other materials that are: (i) is anonymized; (ii) cannot be re-identified by Caddy; and (iii) does not contain any Personal Information, or identify any customers or Permitted Users of Customer or Customer (such data, information and materials, the “Aggregated Data”). For greater clarity, Caddy owns all rights, title and interest including all intellectual property rights in and to any and all Aggregated Data and shall ensure that such Aggregated Data will not contain any Customer’s Confidential Information. Caddy may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. Customer’s Confidential Information includes Customer Data.
4.2 Caddy Metadata. Caddy or its licensors retain all rights, title and interest including all Intellectual Property Rights in and to the metadata that is generated by the Caddy Solution residing on the Customer Endpoints resulting from the processing of the Customer Data and that results from the ordinary course of the operation of the Caddy Solution (“Caddy Metadata”). Caddy's Confidential Information includes Caddy Metadata.
Support. Caddy will use commercially reasonable efforts to provide the Customer with technical support for the Caddy Portal (“Support Services”) via email at [email protected].
Fees and Payments. In consideration for the access and licenses granted to Customer and the performance of Caddy's obligations under this SaaS Addendum, Customer will pay to Caddy the amounts set forth in Exhibit A. All Fees are non-refundable.
Customer Representations and Warranties; Customer Indemnities.
7.1 Customer Representations and Warranties. In addition to Customer's representations and warranties in the Agreement, Customer represents and warrants to, and covenants with, Caddy that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case, as required by applicable laws including applicable privacy laws, to enable Caddy to provide the Caddy Solution, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Caddy and to or from all applicable third parties.
7.2 Customer Indemnities. In addition to Customer’s indemnities in the Agreement, Customer will defend, indemnify and hold harmless Caddy Indemnitees from and against any and all Losses incurred by Caddy Indemnitees arising out of or relating to any Action by a third party (other than an Affiliate of an Caddy Indemnitee) that arise from or relate to: (a) Customer Data; or (b) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under this Addendum or the Agreement; or (c) use of the Caddy Portal (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Caddy in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Caddy.
Term and Termination. The Addendum Initial Term and subscription term of this SaaS Addendum will become effective upon the SaaS Addendum Effective Date and will continue for subscription term in Exhibit A, unless earlier terminated in accordance with the terms of the Agreement (“Subscription Term”). Subscription Term is the Addendum Term. The Addendum Term of this Addendum will auto renew for an Addendum Renewal Term as provided in Section 12.2 of the Agreement. Without limiting Section 13.2 of the Agreement, upon the termination or expiry of this SaaS Addendum, Customer will immediately cease accessing or using the Caddy Portal. Upon expiry or termination of any SaaS Addendum, Customer will deliver to the Caddy, at Customer's own expense, all information and materials in its possession or control relating to such SaaS Addendum that are the property of the Caddy.
Survival. Upon any termination or expiration of this SaaS Addendum, provisions contained in this SaaS Addendum that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of this SaaS Addendum, including Section 7.2 and this Section, will survive.
Counterparts. This SaaS Addendum may be signed in counterparts and will be considered signed when the signatures of both parties’ authorized representatives are delivered personally, or by e-mail, or by courier or by conventional mail. An electronic signature using a qualified electronic certificate or facsimile signature will be treated in all respects as having the same effect as an original signature.
Apple App Store Additional License Terms. If the Product is provided to Customer through the Apple Inc. (Apple Inc. together with all of its affiliates, "Apple") App Store, the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement:
11.1 This Agreement is concluded between the parties, and not with Apple. Apple is not responsible for the Product and content thereof is governed by this Agreement.
11.2 Notwithstanding anything to the contrary hereunder, Customer may use the Product only on a Macbook, iPhone, iPad, or iPod touch that Customer owns or controls.
11.3 The parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Product.
11.4 In the event of any failure of the Product to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Product (if any) to Customer. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Product, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Agreement.
11.5 Any claim in connection with the Product related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Apple is not responsible for such claim.
11.6 Any third party claim that the Product or Customer's possession and use of the Product infringes that third party's intellectual property rights will be governed by this Agreement, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.
11.7 Customer represents and warrants that Customer is not: (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; or (b) listed on any U.S. Government list of prohibited or restricted parties.
11.8 Customer may contact Caddy in writing regarding any notices, questions, complaints or claims with respect to the Product.
11.9 Apple is a third party beneficiary to this Agreement and may enforce this Agreement against Customer.
11.10 If any of the terms and conditions in this Agreement are inconsistent or in conflict with Apple's applicable instructions for Minimum Terms for Developer's End User License Agreement, located at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ (the "Apple EULA Terms") or the App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html (the "Apple App Store Terms") as of the Effective Date, the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply to the extent of such inconsistency or conflict.
Google Play Additional License Terms. If the Caddy Client Software is provided to Customer through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play, the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement:
12.1 Customer acknowledges that Google is not responsible for providing support services for the Caddy Client Software; and
12.2 if any of the terms and conditions in this Agreement are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement located at https://play.google.com/about/developer-distribution-agreement.html (the “Google EULA Terms”) as of the Effective Date, the terms and conditions of Google EULA Terms will apply to the extent of such inconsistency or conflict.
Exhibit A To SaaS Addendum
Caddy Portal Description.
1.1 At a high level the Caddy System will have the following features:
a) Inventory Dashboard
b) Traceability Report
c) Form Finder
d) Form Management
e) Customer & Supplier Management
f) User Management
g) Presets
h) Mobile Application
Additional Term(s)
2.1 Customer agrees to collaborate with Caddy on developing joint marketing material, such as case-study, testimonials, social mentions or press releases. Any marketing content will be mutually decided and agreed upon.
Customer grants Caddy permission to use its name in Caddy’s marketing materials and to publish its name, trademark and/or logo on the Caddy website, solely for the purpose of identifying Customer as a Caddy client. Customer retains the ability to request removal of the logo at any time.