Terms of Service
2. Access and Use of Our Service
Permission Click provides a place for educators, school administrators, not-for-profits and other organizations to manage electronic or digital documents, forms, data, information, and content (“eRecords“) and collect electronic signatures from teachers, staff, parents, and third parties and collect payments from parents for events.
The Services is not available to any Users previously removed from the Services by Permission Click. You agree and understand that Permission Click may prevent or restrict your access to the Website for any technical, security or other reason at Permission Click’s sole and absolute discretion.
Customers who purchase subscriptions to the Services are also bound by Permission Click’s Service Terms and Conditions.
3. Permission Click Service
4. Permission Click Accounts
If a third party such as an employer provides you with an account, that party has administrative rights to your account and may manage your account, reset your password, suspend or cancel your account, view your account’s usage and profile data, including how and when your account is used, and read, store, or delete the eRecords associated with your account.
If you use the Services in the course of providing services or performing your duties for or on behalf of an educational institution or other organization, whether or not such educational institution or organization provided you with your Permission Click account, we may share any eRecords or other data and information associated with your account with the institution or organization for which you provide services, and you expressly consent to such sharing of eRecords and information. By using the Services in any manner, you represent and warrant that you have all necessary consents to so use the Service, including without limitation, permission from the institution or organization for which you are providing services and all necessary consents to process any personal information through your account.
If you are an individual User of the Services and the domain of the primary email address associated with your account is owned by an organization or institution, such as a school, and was assigned to you as an employee, contractor or member of such organization or institution, and that organization or institution wishes to establish a relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the relationship between Permission Click and such organization and controlled by such organization. By continuing to use your account after such relationship has been established, you agree to any terms and conditions associated with that relationship. You acknowledge and agree that such organization will have access to any eRecords and other records that are associated with your account.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, symbols and is more than eight (8) characters in length) with your account. You must notify Permission Click immediately of any breach of security or unauthorized use of your account. Permission Click will not be liable for any losses caused by any unauthorized use of your account.
By providing your email address to Permission Click you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers and direct marketing messaging. If you do not want to receive such email messages, you may opt out by unsubscribing from our mailing list using the features of the Service. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Permission Click will not be liable for any consequences of you unsubscribing and not receiving such email messages.
5. Service Rules
You agree not to engage in any of the following prohibited activities:
- copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
- using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Permission Click servers than a human can reasonably produce in the same period of time by using a conventional, reasonable, human method of access, such as a web browser;
- transmitting spam, chain letters, or other unsolicited email;
- attempting to interfere with, compromise the system integrity, privacy or security or decipher any transmissions to or from the servers running the Service;
- taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
- uploading invalid data, viruses, worms, or other software agents through the Service;
- collecting or harvesting any personally identifiable information, including account names, from the Service;
using the Services for any commercial solicitation purposes;
- impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- interfering with the proper working of the Service;
- accessing any content on the Services through any technology or means other than those provided or authorized by the Services;
- bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; or
- committing any illegal act or omission, behaving inappropriately towards or with other Users, organizations or individuals, or breaching or impacting the privacy of other Users or individuals.
You are solely responsible for your interactions with other Permission Click Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Permission Click shall have no responsibility or liability for your interactions with other Users, or for any User’s action or inaction.
A. eRecord: Your electronic record
B. Your Responsibilities
You are solely responsible for all eRecords you upload, transmit, or otherwise make available on or through the Services and for any eRecords that other Users make available or transmit through your account, and you represent and warrant that you have all necessary rights to use such eRecords through the Service.
While eRecords are stored in an encrypted database, you acknowledge and agree that Permission Click will not be responsible or liable for any failure of the Services to secure eRecords, or for the corruption of or loss or any data, information or content comprising or contained in any eRecords.
Permission Click does not control, verify, or endorse any eRecords that you make available over the Service, and you acknowledge and agree that you shall be solely responsible and liable for any use of or access to your eRecords and any data, content, or information contained therein.
You agree to only upload, transmit, distribute, or make available eRecords:
- that you have the lawful right to use, copy, distribute, transmit, or display; and
- that do not infringe the law.
You further agree not to upload, transmit, distribute, or make available eRecords that:
- may create a risk of or actual or threatened harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
- may create a risk of, or actual or threatened, loss or damage in any other form to any person or property;
- seek to harm or exploit or actually harm or exploit children by exposing or threatening to expose them to inappropriate content, asking for personally identifiable details or otherwise;
- may constitute or contribute to a crime or tort or violate any law, rule, or regulation;
- contain any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, discriminatory, invasive of privacy or publicity rights, harassing, bullying, humiliating or offensive to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable;
- contain any information or content that is illegal (including, without limitation, the disclosure of insider information under corporations or securities law or of another party’s personal information, intellectual property, confidential information or trade secrets);
- contain any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
- contain any information or content that you know is not correct and current.
C. How Permission Click and other Users can use your eRecords
We provide functionality that allows you to control who may access and distribute the eRecords associated with your account. If you have been granted administrative rights to your account, you may control access to any eRecords associated with that account as permitted by the functionality of the Services option you have selected.
If you or other Users authorized to use your account choose to transmit any eRecords to any third parties, those third parties will be able to view, access, and copy your eRecords. You acknowledge that you are solely responsible and liable for any sharing of eRecords with any third parties by you or through your account, and you expressly relieve Permission Click of any responsibility or liability arising from any transmission of eRecords through your account.
Subject to your account settings, you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to use, reproduce, display, transmit, and distribute your eRecords on and through the Services for the purposes of operating and providing the Services to you and our Users.
Subject to your account settings, you also hereby grant to Permission Click and to each User of the Service, a non-exclusive licence to access, use, reproduce, transmit, distribute and display your eRecords as permitted by the functionality of the Services option you have selected.
D. How you interact with others
Permission Click takes no responsibility and assumes no liability for any eRecords that you or any other User or third party uses in connection with, or sends over, the Service. You are solely responsible and liable for your eRecords and the consequences of sharing or transmitting such content and information, and you agree that we are only acting as a passive conduit for your distribution and transmission of your eRecords. You understand and agree that Permission Click shall not be responsible or liable for any damages, costs or losses you incur as a result of any eRecords.
The Services provide functionality that allows Users to electronically sign eRecords as an intended substitute for a physical signature (“eSignature “).
By using the eSignature function, you agree to transaction business electronically using eRecords and eSignatures in place of using paper documents and wet-ink signatures. You are not required to view or sign documents electronically. You may request paper documents or withdraw your consent at any time as provided below. Please note that any withdrawal of consent will not void any electronic transactions you have previously entered into.
8. Requesting Paper Documents
You may obtain a paper copy of the eRecord at any time by printing the eRecord. You may also request a paper document or discuss other signing options by emailing or otherwise contacting the sending party. You are solely responsible for ensuring that your contact information is current and for any delay resulting from a failure to update your contact information. Please note that there may be fees associated with using paper documents and these fees will be your sole responsibility. In general, the Services will automatically send both parties a fully executed copy of the eRecord processed through the Service. However, we cannot guarantee that the signed eRecord will reach both parties. You are solely responsible for confirming that the receiving party signed the eRecord.
9. Reviewing eRecords
You understand that by using an eSignature to sign an eRecord, you are expressing your acceptance of the terms and conditions contained within the eRecord. You should read any eRecord carefully before applying your eSignature. You agree that you are solely responsible for any eRecord to which you apply your eSignature and for any consequences and legal obligations arising therefrom.
10. Withdrawing Consent
You may withdraw your consent to transact electronically at any time by ceasing any and all use of the eSignature service and notifying the other party.
11. Minimum Requirements
12. No Verification
While Permission Click may provide options for supporting identity verification, Permission Click does not have the capability to verify the identity or the authority of an eRecord signatory. You are solely responsible for verifying the identity of each other signatory to an eRecord. Permission Click does not certify the validity, completeness, or enforceability of any executed eRecord.
The Services also provides Users with the ability to contribute form templates to the Services for use by other Users (“Templates“). You agree to only upload, transmit, distribute, or make available Templates:
- that you have the lawful right to use, copy, distribute, transmit, or display; and
- that do not infringe the Intellectual Property Rights or violate the privacy rights of any third party.
By choosing to contribute any templates, you grant Permission Click a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Templates, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and Permission Click’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.
You agree that you are solely responsible and liable for any Templates you provide to the Service.
14. School Name and Logo
If you are an organization or institutional User of the Service, you expressly grant, and represent and warrant that you have all rights necessary to grant, to Permission Click, a royalty-free, sub-licensable, perpetual, irrevocable, non-exclusive, worldwide licence to use, reproduce, publish, edit, and distribute the name, logo, or any other identifying words or marks used by and/or associated with you to identify you (“School Marks“), in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services to identify you as a customer of Permission Click.
For the avoidance of doubt, Permission Click may use the School Marks in connection with case studies relating to the Service, promoting and marketing the Service, and creating and distributing reports containing aggregate usage data and efficiency metrics. Unless otherwise approved in writing by you, Permission Click will not obscure or alter any such School Marks. Permission Click acknowledges that all goodwill generated through our use of any School Marks will inure to your benefit and we hereby assign and will assign to you any and all goodwill generated through our use of any School Marks, without any payment or other consideration of any kind to us.
15. Compliance with Laws
You agree to use the Services solely in compliance with all laws, rules and regulations including without limitation any privacy laws and other laws relating to the processing, collection, use, or disclosure of personal information or records in your jurisdiction, state or territory (“personal information laws”).
You represent and warrant that you have all necessary rights and permissions to provide any and all information and content, including without limitation any personal information and other information or content contained in or comprising any eRecords or Templates, to Permission Click.
You acknowledge and agree that you shall be solely responsible for obtaining all necessary consents to process, store, and transmit any such information or content through the Service. This includes, without limitation, any consents required from parents, students, individuals or other organizations. You further acknowledge and agree that you will be solely responsible for complying with personal information laws in connection with your use of the Services and Permission Click’s provision of the Services to you.
If you or your end users are located in the European Economic Area, you represent and warrant that you have informed Permission Click and agree to enter our Data Processing Agreement available here, as required under the European Union General Data Protection Regulation (GDPR).
16. Mobile Software
We may make available software to access the Services via a mobile device (“Mobile Software“). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Service.
Permission Click does represent nor warrant that the Mobile Software will be compatible with your mobile device. Permission Click hereby grants you a non-exclusive, non-transferable, revocable licence to use a compiled code copy of the Mobile Software for one Permission Click account on one mobile device owned or leased solely by you, for your personal use. You may not:
- modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law;
- rent, lease, loan, resell, sub-licence, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party;
- make any copies of the Mobile Software;
- remove, circumvent, disable, damage or otherwise interfere with security related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or
- delete the copyright and other proprietary rights notices on the Mobile Software.
Mobile Software from iTunes
You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to:
- product liability claims;
- any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and
17. Our Proprietary Rights
Except for your eRecords and Templates, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and eRecords belonging to other Users (the “Permission Click Content“), and all Intellectual Property Rights related thereto, are now and will remain the exclusive property of Permission Click and its licensors.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Services or our products (“Ideas“). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Permission Click under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation or consultation with you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
You further acknowledge that, by acceptance of your submission, Permission Click does not waive any rights to use similar or related ideas previously known to Permission Click, or developed by its employees, or obtained from sources other than you.
19. No Professional Advice
Any professional information (for example but not limited to medical, legal, or financial information) made available on the Service, including without limitation any information contained within any eRecord or Template, is for informational purposes only and is not intended to be nor should it be construed as professional advice. Permission Click is not responsible or liable for any professional information made available on the Services and no action should be taken in regards to any professional information contained in the Service. Users should seek independent professional advice from a person who is licenced and/or qualified in the applicable area before relying on any information or Template or signing any eRecord or Template found on the Service.
21. Privacy of Others
You represent to Permission Click that:
- you are now and will remain in compliance with all applicable privacy laws;
- you have obtained all necessary rights and consents under applicable laws to:
- disclose personal information to Permission Click; or
- allow Permission Click to collect, use, retain and disclose any data or personal information that you provide to us or authorize us to collect, including information that we may collect directly from you or other individuals or if a school/organization by your end users via cookies or other means,
- and that Permission Click will not be in breach of any such laws by collecting, receiving, using and disclosing such personal information in connection with the Service.
If you receive information about others, through the use of the Service, you must keep such information confidential, observe the privacy of that information and those individuals, and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the User to do so.
If you request that Permission Click permanently delete any data, eRecords or Personal Information related to your account or end users, you agree that Permission Click shall have no liability for your inability to access such data.
Permission Click uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings and meets and will continue to meet its privacy and data security and reporting obligations. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or will never be able to use your personal information for improper purposes.
23. Data Security
If you upload or transmit confidential, personal information, trade secrets, or other sensitive or restricted content on the Service, you are solely responsible for implementing safeguards beyond the security measures provided by Permission Click. You acknowledge that you upload or transmit this information at your own risk.
24. Third-Party Links
You expressly relieve Permission Click from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Permission Click is not responsible or liable for any loss or damage of any sort relating to your dealings with such third parties.
To the maximum extent permitted by law, you agree to indemnify and forever hold Permission Click, its associates, related bodies corporate, representatives including directors, officers, employees, agents, contractors and sub-contractors harmless from any claim or demand made by any third party due to or arising out of:
- your use of and access to the Service, including any personal information, data or content transmitted or received by you or through your account;
- your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
- any violation of any applicable law, rule or regulation by you or by any User or any violation of the rights of a third party;
- any claim or damages that arise as a result of any of your eRecords or Templates or any eRecords or Templates that are submitted via your account;
- your failure to obtain any necessary consents to provide any personal information to Permission Click or to other Users, individuals or organizations via the Service; or
- any other party’s access and use of the Services with your unique username, password or other appropriate security code.
26. Disclaimer of Warranty
While Permission Click makes and strives to provide secure and continuous connectivity and internet access, Permission Click will not be responsible or liable for any direct or indirect loss or consequential damage, including among other things, have occurred as a result of any events or acts leading to interruptions in internet connectivity, transmission of signals, server breakdown, systems crashing, hacking, servicing and other events or acts.
You will not hold Permission Click responsible for Users’ actions or inactions, including acts or things as a result of which there may be loss or connectivity and/or loss of data furnished.
Further, while secure and continuous access to the Websites is sought to be provided. Permission Click does not guarantee continuous or secure access to the Websites and operation of the Websites, as the same may be interfered by numerous factors outside the control of Permission Click. Accordingly, to the extent legally permitted, Permission Click excludes all implied warranties, terms and conditions in relation to the use or access of the Websites.
Permission Click and its associates, related bodies corporate, representatives including directors, officers, employees, agents, contractors and sub-contractors are not liable for any loss, including any special, indirect or consequential loss or damages arising out of your use of the Website.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PERMISSION CLICK OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, PERMISSION CLICK, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
PERMISSION CLICK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PERMISSION CLICK SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND PERMISSION CLICK WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
27. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PERMISSION CLICK, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL PERMISSION CLICK BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PERMISSION CLICK ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT SHALL PERMISSION CLICK, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO PERMISSION CLICK HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PERMISSION CLICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
28. Governing Law and Submission to Jurisdiction
THIS PARAGRAPH CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE THE RIGHT TO A COURT HEARING OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW CAREFULLY.
Any claim must be brought in the claimant’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum.
The arbitration shall be conducted by one arbitrator in English and in accordance with the Canadian Arbitration Association Arbitration Rules, which shall administer the arbitration and act as appointing authority (unless another arbitrator is mutually agreed by Permission Click and you). The place of the arbitration shall be Winnipeg, Manitoba.
The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine.
Notwithstanding the foregoing, if you bring a claim subject to arbitration, Permission Click, if so requested by you, will pay the cost of fees and deposits imposed upon you by the Canadian Arbitration Association or other arbitrator to the extent that such cost exceeds the amount you would have had to pay as filing fees and initial court costs if you had filed suit in a court of competent jurisdiction.
The decision of the arbitrator may be entered in any court of competent jurisdiction. You agree to submit to the jurisdiction of the provincial and federal courts in Manitoba for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award. Notwithstanding the foregoing, Permission Click may seek preliminary injunctive relief from a court of law in the event of a breach by you.
29. Governing Law and Submission to Jurisdiction
32. Entire Agreement / Severability
33. No Waiver
34. English Language
It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Service Terms & Conditions
This Service Terms & Conditions was last updated on August 9, 2018
“Authorized Contact” means a representative authorized by Customer to assist with the configuration and activation of the Services and request changes to the Services in accordance with these terms and conditions.
“Customer” means the school or other organization that has placed an Order for Services and to whom an Invoice will be issued.
“Customer Equipment” means Customer owned hardware installed on the Customer Premises enabling access to the Permission Click Portal and the Services.
“Customer Network” means the entire network the Customer has defined as in-scope for access to the Services from the Customer Premises. Customer Network may include different physical locations and/or physical pieces of Customer Equipment.
“Customer Premises” means the physical address where Services are to be accessed by the Customer.
“Effective Date” means the commencement date for the Services as specified in the Order.
“Fees” means the fees for the Services specified in an Invoice.
“Intellectual Property Rights” means all industrial and intellectual property rights throughout the world, including all copyright and analogous rights, rights in relation to inventions or discovering, including patent rights, designs, circuit layouts, trade names, brand names, registered and unregistered trademarks including service marks and moral rights.
“Invoice” means the tax invoice issued to the Customer by Permission Click in respect of an Order and specifying the Services that will be provided and the Fees.
“Order” means an order placed by the Customer for the Services.
“Permission Click Portal” means the internet-based portal where the Services are accessed via a software-as-a-service model by the Customer and Users.
“Permission Click” means Permission Click Inc. and any of its affiliates.
“Services” means services delivered by Permission Click via the Permission Click Portal to the Customer as specified in an Order and provided subject to these Service Terms and Conditions.
“Service Terms and Conditions” means these terms and conditions.
“Term” means a period of 12 months, 24 months or 36 months (as agreed between the parties and specified in the Invoice) commencing on the Effective Date.
Services configuration and activation will be completed before the Effective Date by a Permission Click team member. This configuration will be conducted in collaboration with the Authorized Contact.
In order to configure and activate the Services, the Customer must provide Permission Click with details of the primary administrators, any event payment solution connectivity, as well as providing financial reports and initial scheduled events.
3. Fees and Payment Schedule
The Fees shall be paid in advance annually. All amounts invoiced pursuant to these Service Terms and Conditions are due and payable within 30 days of the date of the invoice.
Customer agrees to pay the Fees for all Services as set out in the applicable Invoice. The Services purchased cannot be decreased or cancelled during the Term. Except as expressly stated otherwise in these Service Terms and Conditions, Fees paid are non-refundable.
Customer must pay any goods and services, sales, value-added or other similar taxes imposed by applicable law that we must pay based on the Services ordered by the Customer.
Ad hoc service requests not identified as within scope of the Services will be invoiced on a time and materials basis, unless otherwise stated.
Pricing does not include travel and accommodation. Where travel is required or requested by the Customer, Permission Click will obtain prior approval from the Customer and reasonable costs will be invoiced on a time and materials basis.
Notwithstanding clause 4.3 below, on each anniversary of the Effective Date, Permission Click reserves the right to increase the price of the Services to align with any material increase in the cost incurred by Permission Click for providing its Services. Permission Click must provide at least 30 days’ written notice to Customer of its intention to increase the price of Services.
Unless otherwise stated, all currency amounts shall be in Customer’s local currency.
4. Term, Renewal, Fee Adjustment & Termination
The provision of Services commences on the Effective Date and will continue for the Term unless terminated earlier in accordance with these Service Terms and Conditions.
90 days prior to the end of the Term, Customer must notify Permission Click in writing of its intention to terminate the Services or extend the Services for a further twelve (12) month period (“Further Term”) to begin at the expiry of the Term.
4.3 Annual Fee Adjustment
The Customer acknowledges and agrees that the Fees during any Further Term will be adjusted based on the number of Users using the Services for the Further Term. The number of Users for the Further Term will be calculated based on the average volume for the previous six-month period. Should the volume of Users exceed or be below the pricing category threshold published by Permission Click on the Website, the Fees for the Services will be decreased or increased accordingly.
Permission Click may change the Services at any time and for any reason upon written notice to the Customer. If we cancel a particular Services or feature, we will make commercially reasonable efforts to replace it with a comparable service or feature, but we are not obligated to do so. We may cancel or suspend Customer’s access to the Services without notice, including if Customer violates these Service Terms and Conditions. If we do, Customer’s right to use the Services will immediately cease. Cancellation will not change Customer’s obligation to pay any Fees that are due. If we cancel the Services without cause, we will refund to Customer the unused portion of Fees for that period on a pro-rata basis.
5. Customer Responsibilities
Customer shall be fully responsible for providing to Permission Click, at Customer’s own expense and in a timely manner, the following:
- completed and accurate Permission Click supplied form(s) to provide detailed information about the configuration of the Services;
- all necessary assistance and to work with Permission Click in good faith to complete the installation and configuration of the Services;
- contacts within the Customer’s organization (including the Authorized Contact) to support ongoing service provision decision making, change and contract management.
Customer will also be fully responsible for designating appropriate technical resource(s) from within Customer Premises and environment for the following:
- technical configuration in the Customer environment to enable connectivity to Permission Click Services;
- configuration and testing of all Customer Equipment and/or software for compatibility with the Services, prior to Services enablement, in collaboration with a Permission Click team member;
- making available during the Term appropriate personnel for Services provisioning. Such personnel must be technically capable and authorized to make service configurations decisions on behalf of the Customer; and
- remediation of security issues in the Customer Network and Customer environment as alerted to them by Permission Click.
Customer will be responsible for:
- establishing a service account and password for the Services for Users;
- all activity under its User accounts, associated accounts, and passwords; and
Customer agrees that it will not:
- make the Services available to anyone other than Users;
- sell, resell, rent, licence or lease the Services;
- use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights;
- use the Services to store or transmit malicious code;
- interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
- attempt to gain unauthorized access to the Services or their related systems or networks;
- use the Services in any way that is against the law or harms Permission Click; or
- damage, disable, overburden, or impair the Services (or the networks connected to the Services).
6. Services Conditions
The Customer acknowledges that, in the event of a support or trouble call, the Customer is responsible for onsite and/or remote cooperative testing with Permission Click technical support personnel to assist in the diagnosis of the trouble, including the cost of a third-party vendor if Customer does not have internal resources available.
Permission Click may modify the Services or these Service Terms and Conditions to comply with various regulatory requirements (e.g., changes by a regulatory agency, legislative body, or court of competent jurisdiction).
Customer acknowledges that the Services do not provide guarantee or warrant availability of data. Customer agrees that to the extent permitted by law, Permission Click shall not be held liable in the event of security breach, attack, unintended release of sensitive information, or other such event while using the Service.
7. Other terms and conditions
7.1 Limitation of Liability
The Customer agrees and acknowledges that:
- Permission Click will have no liability for any incidental, special, indirect, consequential or punitive damages of any character, including, without limitation, damages for loss of business or goodwill, work stoppage, loss of information or data, loss of revenue or profit, computer failure, or other financial loss, regardless of the legal theory asserted, whether based on breach of these Service Terms and Conditions, breach of warranty, tort (including negligence); and
- the total liability for damages or other forms of monetary relief of Permission Click for matters related to, connected with or arising out of these Service Terms and Conditions regardless of the cause of action, whether in contract, tort (including negligence) or breach of any statute or any other legal or equitable obligation is limited to an amount equal to the Fees paid by the Customer for the Term or the then current Further Term.
7.2 No Warranties
- Customer acknowledges and agrees that, to the extent permitted by law, Permission Click has not made and makes no (and Permission Click’s affiliates have not made and make no) representations, warranties or conditions whatsoever, directly or indirectly, express or implied, as to the suitability, durability, fitness for use, merchantability, merchantable quality, condition or quality, of any of the Services. Customer receives access to Services from Permission Click ‘as is’.
- Customer further acknowledges and agrees that Permission Click shall not be liable to Customer for any loss, damage or expense of any kind or nature caused directly or indirectly by Services or by the Customer, or by any repair, service or adjustment thereto, or by any interruption of Services or loss of use thereof, or for any loss of business or damage, whatsoever and howsoever caused, and regardless of whether Permission Click has been advised of such loss, damage or expense. Customer acknowledges that dissatisfaction with the Services will not relieve Customer of any obligation under these Service Terms and Conditions.
Customer will at all times indemnify and keep indemnified Permission Click and its officers, employees and agents (“those indemnified”) from and against any loss (including legal costs and expenses on a full indemnity basis) or liability incurred by any of those indemnified arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified where such loss or liability arose out of, in connection with, or, in respect of:
- any breach of these Service Terms and Conditions by the Customer or its Users; or
- the Customer’s use and its Users’ use of the Services.
In the course of performing the Services, either party will or may have access to certain confidential information concerning the activities of the other party. In particular, the Customer may have access to certain confidential information relating to the Services and internal methodologies of Permission Click. Each party shall use commercially reasonable efforts to protect the confidential information of the other party from unauthorized use or disclosure and shall use at least the same degree of care with regard thereto as it uses to protect its own confidential information of a like nature, and in any event, no less of a standard than that used by a prudent business person to protect its own confidential information. Neither party shall, during the Term or any time thereafter, either disclose any of such confidential information to any other party or use such confidential information for any purpose not contemplated by the provision of Services.
During the Term, Customer will not directly or indirectly, through any employee, agent, or otherwise, and will not permit any of its agents to solicit, initiate or encourage, any offers or proposals to the purchase or use of Services similar in nature to the Services offered by Permission Click. The Customer shall purchase the Services exclusively from Permission Click and not from any other vendor for the duration of the Term.
If any provision of these Service Terms and Conditions is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and, provided that the fundamental provisions of these Service Terms and Conditions remain legal and enforceable, the remainder of these terms and condition shall remain operative and binding on Permission Click and Customer.
7.8 Intellectual Property
- Permission Click and/or its licensors retain all right, title and interest in and to the Services, including all Intellectual Property Rights. Nothing in these Service Terms and Conditions transfers the ownership of any Intellectual Property Rights subsisting in the Services and Permission Click reserves all rights not expressly granted. These Service Terms and Conditions do not grant or imply any rights to any Permission Click trademarks, trade names or logos. The Customer must not exercise any of the exclusive rights of us as owner of the Intellectual Property Rights subsisting in the Services, except as expressly permitted by these terms.
- We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer, including Users, relating to the operation of the Services.
- Customer acknowledges and agrees that it will not challenge the validity of any Intellectual Property Rights pursuant to these Service Terms and Conditions or oppose any application by Permission Click to register such Intellectual Property Rights.
7.9 Non-Solicitation of Employees
The Customer and Permission Click agree that neither party will solicit or offer employment to the respective employee(s) or subcontractor(s) of the other party, whether directly or indirectly, during their employment or within one year of termination of their employment, except with the prior written approval in each case.
All notices required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by (a) registered or certified mail, postage prepaid, in any post office in Australia; (b) hand delivery; (c) overnight courier; or (d) email transmission upon confirmation of receipt by the recipient being provided by the internet service provider.
If to Permission Click:
Permission Click Inc.
88 Adelaide Street
Winnipeg, MB, Canada R3A 0W2
Email: firstname.lastname@example.org (Australia)
Email: email@example.com (Canada, USA, and International)
If to the Customer:
To the billing address and email address of the Authorized Contact or as specified in writing by Customer to Permission Click or as provided in the Order.
Nothing herein shall be construed to constitute the parties as principal and agent, employer and employee, partners or joint venturers.
All disputes arising from these Service Terms and Conditions shall be governed by the laws of the State of Victoria and shall be adjudicated only in the courts located in the State of Victoria.
Permission Click shall not be responsible for delays or failure in performance resulting from acts beyond the control of Permission Click, including but not limited to natural disasters, acts of God, war, terrorism, any change in or adoption of any law or regulation, or any telecommunication line or service provider failures.
Permission Click may amend these Service Terms and Conditions at any time without notice. If we make a material change to these Service Terms and Conditions, we will notify you at least 30 days before the change takes place.
10. Entire Agreement