Terms & Conditions

1.1 UPDATES

From time to time, we may amend these terms. Sockeye will notify you of any material changes by promptly sending an email or posting a notice. By continuing to use Sockeye Services after such notice, you are indicating that you agree to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a material adverse impact on and are not acceptable to you, then you must notify Sockeye within 30 days after receiving notice of the change. If your objection cannot be accommodated, then the prior terms shall remain in force until the expiration of the subscription period. Any renewed Customer Success Plan will be governed by our then-current terms. 

1.2 NOTICES

Any notice or other communication required or permitted under this Agreement shall be given in writing and delivered by hand, e-mail, facsimile or by registered or certified mail, postage prepaid and return receipt requested. 

1.3 COMPLIANCE WITH LAWS

Any notice or other communication required or permitted under this Agreement shall be given in writing and delivered by hand, e-mail, facsimile or by registered or certified mail, postage prepaid and return receipt requested. 

1.3 INTELLECTUAL PROPERTY

Except as expressly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other’s intellectual property. You acknowledge that Sockeye’s service model is to provide services with respect to and to develop customizations and improvements for certain software applications, and that Sockeye must retain ownership of and control over such customizations and improvements. Accordingly, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, including source code, and other materials that are delivered to you under this Agreement or prepared by or on behalf of Sockeye in the course of performing the Services (collectively, the "Deliverables"), except for any Client Content (as defined below), shall be exclusively owned by Sockeye. To the extent you acquire any rights in such Deliverables, by operation of law or otherwise, you hereby assigns all rights, title, and interests in such Deliverables to Sockeye, without the need of additional consideration. Sockeye hereby grants to you a worldwide, perpetual, irrevocable, non-exclusive, transferable, fully paid-up license, with the right to grant sublicenses, to use, execute, reproduce, display, perform, modify, enhance, distribute and create derivative works of all Deliverables provided by Sockeye to you hereunder for your own internal commercial use and provided that such Deliverables are not separately commercially exploited for the benefit of any third party. Notwithstanding the foregoing, Sockeye may independently create derivative works of the Deliverables without reference to any of your derivative works and Sockeye shall own all Intellectual Property Rights in and to the derivative works created by Sockeye.

You shall retain all ownership and intellectual property rights in and to all data, text, images, audio, video, photographs, and other content and material, in any format, provided by you that is stored in, or run on or through, the Services (“Client Content"). Sockeye Services under this Agreement, other products and services provided by Sockeye, and all intellectual property therein, and all derivative works thereof, do not fall within the meaning of the term "Client Content.” You grant to Sockeye the right to use, process, display and transmit Client Content to provide the Sockeye Services pursuant to and in accordance with this Agreement, including without limitation, the right to assign such rights to others. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Client Content, and for obtaining all rights related to Client Content required for Sockeye to perform the Sockeye Services. You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish or copy any part of the Sockeye Services (including data structures or similar materials produced by programs); (b) access or use the Sockeye Services to build or support, directly or indirectly, competing products or services; (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Sockeye Services to any third party except as permitted by this Agreement; (d) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the software; or (e) upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. Any third-party content made accessible to you is provided on an "as-is" and "as available” basis without any warranty of any kind. You acknowledge and agree that Sockeye is not responsible for, and has no obligation to control, monitor, or correct, Client Content or third-party content. Sockeye disclaims all liabilities arising from or related to Client Content and/or third-party content.

Sockeye welcomes your suggestions and feedback on how to improve the Services. If you provide any suggestions, feedback, or improvements to the Services, Sockeye will have the right to use and have others use such suggestions, feedback, and improvements for any purpose.

1.4 LIMITATION OF LIABILITY

The liability (including attorney’s fees and all other costs) of Sockeye and its present or former partners, principals, agents or employees related to any claim for damages relating to the services performed under this Agreement shall not exceed the fees paid to Sockeye under this Agreement in the previous twelve (12) months, except to the extent finally determined to have resulted from the willful misconduct or fraudulent behavior of Sockeye relating to such Services. This limitation of liability is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted, including the negligence of either party. Additionally, in no event shall either party be liable for any lost profits, lost business opportunity, lost data, consequential, special, incidental, exemplary or punitive damages, delays, interruptions or viruses arising out of or related to this Agreement even if the other party has been advised of the possibility of such damages.

Each Party accepts and acknowledges that any legal proceedings arising from or in conjunction with the Services provided under this Agreement must be commenced within twenty-four (24) months after the performance of the Services for which the action is brought, without consideration as to the time of discovery of any claim or any other statutes of limitation or repose.

1.5 COMPLIANCE WITH LAWS

At all times, each Party will adhere to all applicable state, federal and local laws and regulations in the conduct of its business, installation and use of the Software and maintain the proper insurances as are customary in the business. 

1.6 CONFIDENTIALITY & DATA PRIVACY

Each Party agrees not to use, disclose, sell, license, publish, reproduce, or otherwise make available the Confidential Information of the other Party except and only to the extent necessary to perform under this Agreement. Each Party agrees to secure and protect the other Party’s Confidential Information in a manner consistent with the maintenance of the other Party’s confidential and proprietary rights in the information and to take appropriate action by instruction or agreement with its employees, consultants or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section.

“Confidential Information” means a Party’s information, not generally known by non-party personnel, used by the Party and which is proprietary to the Party or the disclosure of which would be detrimental to the Party. Confidential Information includes, but is not limited to, the following types of information (whether reduced to writing or designated as confidential):

• Work product resulting from or related to Services performed under this Agreement.
• A Party’s computer software, including documentation.
• A Party’s internal personnel, financial, marketing, and other business information and manner and method of conducting business.
• Confidential information provided by or regarding a Party’s employees, customers, vendors, and other contractors.

“Confidential Information” shall not include information which is: 

• Publicly known;
• Already known to the receiving Party;
• Disclosed to the receiving Party by a third party without restriction on such disclosure; and
• Independently developed without use of or reliance on the other Party’s Confidential Information.

2.1 LATE PAYMENT; NON-PAYMENT

Invoices not paid within 30 days of the invoice date are subject to a 1.5% monthly finance charge against the original invoice amount. If an invoice is not paid in full, the 1.5% finance charge will be calculated from the remaining unpaid balance. Services will be suspended if payment is not received within 60 days following the due date.

2.2 OUT OF POCKET EXPENSES

Sockeye shall be reimbursed for all reasonable out-of-pocket expenses such as airfare, lodging, and shipping in performance of the Services with prior approval from Client. 

3.1 SERVICE HOURS

Sockeye will provide Services to Client through remote means between the hours of 8:00 am – 5:00 pm Pacific time, Monday through Friday, excluding public holidays. Services may be provided in person if pre-arrangements are made with Sockeye. Sockeye will respond to the Client’s Support Tickets with best efforts. This typically means within 2-3 hours during regular business hours. Please see below for Service Response goals.

3.2 SERVICE RESPONSE GOALS

4. TERMINATION

5. ADDITIONAL TERMS